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

Indenture Trustee May File Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and the Holders allowed in any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial Proceeding is hereby authorized by each Holder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities), their agents and counsel, and any other amounts due the Indenture Trustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities) under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 807) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise807. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

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

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, or the property of the Issuer, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.06 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of principal (and premium, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Securities and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder of Securities of such series and coupons to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of or any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise6.06. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or coupons or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder of a Security or coupon in any such Proceedingproceeding. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party) the Indenture Trustee shall be held to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties to any such proceedings.

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

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

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.06 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

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

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to the limitations contained hereincounsel and all other amounts due under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and Deutsche Bank (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and Deutsche Bank (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and Deutsche Bank (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and Deutsche Bank (in all its capacities) under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized to (irrespective of whether such Class of Notes shall then be due and payable as provided in this Indenture or in the related Class of Notes or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) shall, with the prior written consent of, or at the direction of, the Note Insurer in the absence of a Note Insurer Default, be entitled and empowered, by intervention in such Proceeding or otherwise to: (a) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of such Notes and file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders of the related Class of Notes and the Note Insurer allowed in such Proceeding, and (b) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder of the related Class of Notes and the Note Insurer to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders of the related Class of Notes and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the related Class of Notes or the rights of any HolderHolder thereof, or the Note Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder of the related Class of Notes or the Note Insurer in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or the property of the Issuer, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder, the Administrative Agent or any Purchaser any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial proceeding relative to the Trust or any other obligor upon the Notes or the property held in the Trust or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal of, and any premium and interest owing and unpaid in respect of, the Notes and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders allowed in such proceeding; and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent consent, to the making of make such payments directly to the Holders, and to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.10. Nothing herein contained in the Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other judicial Proceeding relating to either of the Issuers or any other obligor upon the Notes or the property of either of the Issuers or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of any Class of Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise: (a) to file and prove a claim for all amounts owing and unpaid in respect of the Notes or otherwise owed hereunder and to file such proofs of claim and other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Indenture Trustee (including and the Noteholders including, in each case, any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its and the Noteholders and their respective agents and counsel, subject to the limitations contained herein) and the Holders allowed in any such judicial Proceedings relative Proceeding; (b) to petition for lifting of the Issuer or any guarantor (or any other obligor automatic stay and thereupon to foreclose upon the Notes), its creditors or its property Pledged Property as elsewhere provided herein; and (c) to collect and shall be entitled and empowered to participate as a member, voting or otherwise, of receive any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or to consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting affecting, the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other judicial Proceeding, relating to the Trust or any other obligor upon the Notes or the property of the Trust or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of any class of Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise: (a) to file and prove a claim for all amounts owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Indenture Trustee (including including, in each case, any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel, subject to the limitations contained herein) and the Holders Noteholders allowed in any such judicial Proceedings relative Proceeding; (b) to petition for lifting of the Issuer or any guarantor (or any other obligor automatic stay and thereupon to foreclose upon the Notes), its creditors or its property Pledged Property as elsewhere provided herein; and (c) to collect and shall be entitled and empowered to participate as a member, voting or otherwise, of receive any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or to consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Series 2004-2 Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Series 2004-2 Notes of any Class shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Series 2004-2 Notes, of principal (and premium, if any) and interest, if any, owing and unpaid in respect of the Series 2004-2 Notes and to file such proofs of claim and other papers or documents 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, Trustee and its agents and counsel, subject to the limitations contained herein) and of the Holders Registered Owners allowed in any such judicial Proceedings relative proceeding; and (b) to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property collect and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Registered Owner of Series 2004-2 Notes to make such payments to the Indenture Trustee, and in the event that if the Indenture Trustee shall consent to the making of such payments directly to the HoldersRegistered Owners, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of or any such compensation, expenses, disbursements and advances of the predecessor Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Registered Owner of a Series 2004-2 Note any plan of reorganization, arrangement, adjustment or composition affecting the Series 2004-2 Notes or the rights of any HolderRegistered Owner thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Registered Owner of a Series 2004-2 Note in any such Proceedingproceeding. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party), the Indenture Trustee shall be held to represent all the Registered Owners of the Series 2004-2 Notes, and it shall not be necessary to make any Registered Owners of the Series 2004-2 Notes parties to any such proceedings.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any other obligor upon any of the Bonds or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized to (irrespective of whether the Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) shall, with the prior written consent of the Bond Insurer, be entitled and empowered, by intervention in such Proceeding or otherwise to: (i) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Bonds and file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Bondholders and the Bond Insurer allowed in such Proceeding, and (ii) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Bondholder and the Bond Insurer to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersBondholders and the Bond Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Bondholder or the Bond Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes Bonds or the rights of any HolderHolder thereof, or the Bond Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Bondholder or the Bond Insurer in any such Proceeding.

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

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other judicial Proceeding, relating to the Trust or any other obligor upon the Notes or the property of the Trust or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of any class of Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise: (a) to file and prove a claim for all amounts owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Indenture Trustee Trustee, the Note Insurer (including including, in each case, any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its the Note Insurer, and their respective agents and counsel, subject to the limitations contained herein) and the Holders Noteholders allowed in any such judicial Proceedings relative Proceeding; (b) to petition for lifting of the Issuer or any guarantor (or any other obligor automatic stay and thereupon to foreclose upon the Notes), its creditors or its property Pledged Property as elsewhere provided herein; and (c) to collect and shall be entitled and empowered to participate as a member, voting or otherwise, of receive any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNote Insurer or the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or to consent to or accept or adopt on behalf of the Note Insurer or any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting affecting, the Note Insurer, the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of the Note Insurer or any Holder Noteholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition, or other judicial proceeding relative to the Issuer, the Originator, the Servicer or any other obligor upon the Notes or the other obligations secured hereby or relating to the property of the Issuer, the Originator, the Servicer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer, the Originator or the Servicer for the payment of overdue principal or overdue interest or any such other obligation) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and any other obligation secured hereby and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator, or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, Noteholders to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.06. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 8.07) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise8.07. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or any interest or other amounts) shall, at the written direction of the Majority Noteholders of the Controlling Class, by intervention in such Insolvency Proceeding or otherwise, (a) file and prove a claim for the whole amount owing and unpaid with respect to the Notes issued hereunder and file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders allowed in such Insolvency Proceeding; and (b) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Insolvency Proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall shall, upon written direction from the Noteholders, consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.07. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or and consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in with respect of to the claim of any Holder Noteholder in any such Insolvency Proceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial proceeding relative to the Company or any other obligor upon the Notes of any series or their property or their creditors, the Indenture Trustee is authorized (irrespective of whether any Notes of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of any overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal of, and any premium and interest owing and unpaid in respect of, the Notes of such series and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders of Notes of such series allowed in any judicial Proceedings relative such proceeding; and (b) to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property collect and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and to distribute the same, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder of Notes of such series to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersHolders of Notes of such series, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.10. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any other obligor upon any of the Bonds or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized to (irrespective of whether the Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) shall be entitled and empowered, by intervention in such Proceeding or otherwise to: (i) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Bonds and file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Bondholders allowed in such Proceeding, and (ii) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Bondholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersBondholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Bondholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes Bonds or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Bondholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other judicial Proceeding, relating to the Trust or any other obligor upon the Notes or the property of the Trust or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of any class of Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise: (a) to file and prove a claim for all amounts owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Indenture Trustee Trustee, the Note Insurer (including including, in each case, any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, its the Note Insurer and their respective agents and counsel, subject to the limitations contained herein) and the Holders Noteholders allowed in any such judicial Proceedings relative Proceeding; (b) to petition for lifting of the Issuer or any guarantor (or any other obligor automatic stay and thereupon to foreclose upon the Notes), its creditors or its property Pledged Property as elsewhere provided herein; and (c) to collect and shall be entitled and empowered to participate as a member, voting or otherwise, of receive any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNote Insurer or the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or to consent to or accept or adopt on behalf of the Note Insurer or any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Note Insurer or the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of the Note Insurer or any Holder Noteholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or to authorize affecting the Indenture Trustee to vote in respect of Timeshare Loans or the claim of any Holder in any such Proceeding.other assets constituting the Trust 53

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

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial Proceeding relating to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of any of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such proofs of claim and other papers or documents 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, subject to counsel and any other amounts due the limitations contained hereinIndenture Trustee under Section 7.07) and of the Holders Noteholders allowed in such judicial Proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.07. Nothing herein contained in this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any HolderNoteholder, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, conservatorship, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial Proceeding relating to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of any of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such proofs of claim and other papers or documents 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, subject to counsel and any other amounts due the limitations contained hereinIndenture Trustee under Section 7.07 hereof) and of the Holders Note Insurer and the Noteholders allowed in such judicial Proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by the Note Insurer and each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNote Insurer or the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.07 hereof. Nothing herein contained in this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of the Note Insurer or any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Note Insurer or any of the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of the Note Insurer or any Holder Noteholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. (a) The Indenture Trustee shall promptly notify the Noteholders of (i) the commencement of any of the events or proceedings (individually, an "Insolvency Proceeding") described in Section 5.01(5) hereof with respect to the Issuer and (ii) the making of any claim in connection with any Insolvency Proceeding seeking the avoidance as a preferential transfer (a "Preference Claim") of any payment of principal of, or interest on, the Notes. The obligation of the Indenture Trustee to notify the Noteholders of any Insolvency Proceeding or Preference Claims is authorized expressly limited to such matters of which a Responsible Officer of the Indenture Trustee has actual knowledge. The Indenture Trustee, on its behalf and on behalf of the Holders, may, at any time during the continuation of an Insolvency Proceeding, direct all matters relating to such Insolvency Proceeding, including, without limitation, (i) all matters relating to any Preference Claim, (ii) the direction of any appeal of any order relating to any Preference Claim and (iii) the posting of any surety, supersedeas or performance bond pending any such appeal; (b) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise) shall be entitled and empowered, by intervention in such Proceeding or otherwise, to (i) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders allowed in such Proceeding, and (ii) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise6.07. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; (iv) and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets included in the Collateral or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to the limitations contained hereincounsel and all other amounts due under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any other obligor upon any of the Bonds or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized to (irrespective of whether the Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) shall, be entitled and empowered, by intervention in such Proceeding or otherwise to: (i) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Bonds and file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Bondholders allowed in such Proceeding, and (ii) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Bondholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersBondholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Bondholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes Bonds or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Bondholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The Indenture Trustee is authorized to file such proofs In case of claim and other papers or documents 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, subject to the limitations contained herein) and the Holders allowed in any judicial Proceedings proceeding relative to the Issuer or any guarantor Company (or any other obligor upon the NotesSecurities), its creditors property or its property and creditors, the Indenture Trustee shall be entitled and empowered to participate as a memberempowered, voting by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Indenture Trustee allowed in any official committee of creditors appointed in such matter and proceeding. In particular, the Indenture Trustee shall be entitled authorized to collect and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder to make such payments directly to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out SECTION 607. No provision of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any Holder, Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding; PROVIDED, HOWEVER, that the Indenture Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and may be a member of a creditors' or other similar committee.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 807) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise807. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of ------------------------------------------ the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 807) and of the Holders Noteholders allowed in such ----------- judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise807. ----------- Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Trust or any other obligor upon the Notes or the property of the Trust or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of any of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise (i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise6.07. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or any interest or other amounts) shall, at the written direction of the Majority Holders, by intervention in such proceeding or otherwise, (a) file and prove a claim for the whole amount owing and unpaid in respect of the Notes issued hereunder and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders allowed in such proceeding, and (b) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.07. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or and consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to the limitations contained hereincounsel and all other amounts due under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and the bank serving as Indenture Trustee (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and the bank serving as Indenture Trustee (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and the bank serving as Indenture Trustee (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and the bank serving as Indenture Trustee (in all its capacities) under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of any pending receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to Baytex and its debts or any other obligor upon the Debt Securities (including the Guarantors, if any), and their debts or the property of Baytex or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Debt Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on Baytex for the payment of overdue principal (and Premium, if any) or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of principal (and Premium, if any) and interest owing and unpaid in respect of the Debt Securities and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Debtholders allowed in such judicial proceeding; and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other securities or property payable or deliverable on upon the conversion or exchange of such securities or upon any such claims and to distribute the same, and any custodian custodian, receiver, assignee, Indenture Trustee, liquidator, sequestrator or similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Debtholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersDebtholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwisehereunder. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Debtholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Debt Securities or the rights of any HolderDebtholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Debtholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid and all other amounts due and payable under any Transaction Document in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to the limitations contained hereincounsel and all other amounts due under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities), their agents and counsel, and any other amounts due the Indenture Trustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities) under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized to (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) shall[, with the prior written consent of the Note Insurer,] be entitled and empowered, by intervention in such Proceeding or otherwise to: (a) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders [and the Note Insurer] allowed in such Proceeding, and (ii) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder [and the Note Insurer] to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders [and the Note Insurer], to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder [or the Note Insurer] any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any HolderHolder thereof[, or the Note Insurer,] or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder [or the Note Insurer] in any such Proceeding. [Any plan of reorganization, arrangement, adjustment or composition relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such obligor or their creditors and affecting the Notes or the rights of the Note Insurer under this Indenture or the Insurance Agreement must be acceptable to the Note Insurer and, as long as no Note Insurer Default exists and is continuing, the Note Insurer shall be entitled to exercise the voting rights of the Holders of the Notes regarding such plan, reorganization, arrangement, adjustment or composition.]

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; 41 (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, or the property of the Issuer, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and KL2 2817472.7 (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.06 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The a. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: i. to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; ii. to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered same; and iii. to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. b. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets included in the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and the Holders allowed in any judicial Proceedings proceedings relative to the Issuer or any guarantor (Trust, a Guarantor or any other obligor upon the Notes), its their creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial Proceeding proceeding is hereby authorized by each Holder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein7.06 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 7.06 hereof subject to the limitation contained herein out of the estate in any such Proceedingproceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of of, any and all distributions, dividends, money, securities and other property properties that the Holders may be entitled to receive in such Proceeding proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The ‌ Subject to the terms of the Intercreditor Agreement, the Indenture Trustee is authorized to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and the Holders allowed in any judicial Proceedings proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial Proceeding proceeding is hereby authorized by each Holder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and the Indenture Agents, its their respective agents and counsel, and any other amounts due the Indenture Trustee and/or the Indenture Agents under Section 6.07 hereof subject to the limitations contained herein9.06. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture TrusteeTrustee and the Indenture Agents, its and their respective agents and counsel, and any other amounts due the Indenture Trustee or the Indenture Agents under Section 6.07 hereof subject to the limitation contained herein 9.06 out of the estate in any such Proceedingproceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of of, any and all distributions, dividends, money, securities and other property properties that the Holders may be entitled to receive in such Proceeding proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The a. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: i. to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; ii. to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered same; and iii. to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. b. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets included in the Collateral or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or and advisable in order to have the claims of the Indenture Trustee Trustee, the Note Registrar and the Bank (including any claim for the reasonable compensation, expenses, indemnities, disbursements and advances of the Indenture Trustee, its the Note Registrar and the Bank and their agents and counselcounsel and all other amounts due the Indenture Trustee, subject to the limitations contained hereinNote Registrar and the Bank under Section 8.07) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to (x) the Indenture Trustee Trustee, the Note Registrar and the Bank any amount due to it them for the reasonable compensation, expenses expenses, indemnities, disbursements and disbursements advances of the Indenture Trustee, its the Note Registrar and the Bank and their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise8.07. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuing Entity or any other obligor upon the Notes or the property of the Issuing Entity or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuing Entity for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 8.07) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise8.07. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

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

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, bankruptcy or other similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 707) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise707. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

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

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

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any other obligor upon any of the Bonds or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized to (irrespective of whether the Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) shall be entitled and empowered, by intervention in such Proceeding or otherwise to: (i) file and prove a claim for the whole amount of principal and interest (including accrued and unpaid Excess Interest and interest accrued thereon) owing and unpaid in respect of the Bonds and file such proofs of claim and other papers or documents 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 the Fiscal Agent and the Servicer, and their respective agents and counsel, subject in each case to the limitations contained hereinextent such amounts are otherwise payable under this Indenture or the Servicing Agreement) and of the Holders Bondholders allowed in such Proceeding, and (ii) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Bondholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersBondholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee, its the Fiscal Agent and the Servicer, and their respective agents and counsel, in each case to the extent such amounts are otherwise payable under this Indenture or the Servicing Agreement, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to and due the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances Servicer under Section 2.02 of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Servicing Agreement. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Bondholder any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes Bonds or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Bondholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The Indenture Trustee is authorized to file such proofs In case of claim and other papers or documents 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, subject to the limitations contained herein) and the Holders allowed in any judicial Proceedings proceeding relative to the Issuer or any guarantor Company (or any other obligor upon the NotesDebt Securities), its creditors property or its property and creditors, the Indenture Trustee shall be entitled and empowered to participate as a memberempowered, voting by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Indenture Trustee allowed in any official committee of creditors appointed in such matter and proceeding. In particular, the Indenture Trustee shall be entitled authorized to collect and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out 6.07. No provision of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Debt Securities or the rights of any Holder, Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case there shall be pending Proceedings relative to the Issuer or any other obligor on the Notes under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or its property, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor on the Notes, or the creditors or property of the Issuer or such other obligor, the Indenture Trustee, regardless whether any interest or the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and regardless whether the Indenture Trustee is authorized shall have made any demand pursuant to the provisions of Section 6.03, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (a) to file and prove a claim or claims for the whole amount of interest and principal owing and unpaid in respect of each Class of Notes, and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for reasonable compensation to the reasonable compensation, expenses, disbursements Indenture Trustee and advances of the each predecessor Indenture Trustee, its agents and their respective agents, attorneys and counsel, subject to and for reimbursement of all expenses and liabilities incurred, and all advances made, by the limitations contained hereinIndenture Trustee and each predecessor Indenture Trustee, except as a result of negligence or bad faith) and of the Holders allowed in any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon on the Notes), its or to the creditors or its property of the Issuer or such other obligor; (b) unless prohibited by applicable law and shall be entitled and empowered regulations, to participate as vote on behalf of the Holders of each Class of Notes in any election of a membertrustee or a standby trustee in arrangement, voting reorganization, liquidation or otherwiseother bankruptcy or insolvency Proceedings, or of any official committee of creditors appointed Person performing similar functions in such matter comparable Proceedings; and (c) to collect and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims, and to distribute all amounts received with respect to the claims of the Holders and of the Indenture Trustee on their behalf; and any trustee, receiver or liquidator, custodian in any such judicial Proceeding or other similar official is hereby authorized by each Holder of the Holders to make such payments to the Indenture Trustee, and and, in the event that the Indenture Trustee shall consent to the making of such payments, to make payments directly to the Holders, to pay to the Indenture Trustee any amount due such amounts as shall be sufficient to it for the cover reasonable compensation, expenses and disbursements of compensation to the Indenture Trustee, its agents each predecessor Indenture Trustee and their respective agents, attorneys and counsel, and any all other amounts due expenses and liabilities incurred, and all advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result of negligence or bad faith. Amounts payable to the Indenture Trustee under this Section 6.07 hereof subject are intended to the limitations contained herein. To the extent that the payment of any such compensation, constitute administrative expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Holder of any Class any plan of reorganization, arrangement, adjustment or composition affecting the Notes of such Class or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such ProceedingProceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar person. In any Proceedings brought by the Indenture Trustee (and also any Proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party) the Indenture Trustee shall be held to represent all the Holders of the Notes, and it shall not be necessary to make any Holders of the Notes parties to any such Proceedings.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (1) to file and prove a claim for the whole amount of principal and interest, if any, owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders allowed in such judicial proceeding, and (2) so long as no amounts in respect of the Loans are outstanding, to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to 6.07; if there are any Loans outstanding, then the limitation contained herein out provisions under Section 8.02 of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseSecurity Trust Agreement will apply. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, Holder thereof or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

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

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

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or and advisable in order to have the claims of (x) the Indenture Trustee (including any claim for the reasonable compensation, expenses, indemnities, disbursements and advances of the Indenture Trustee, its agents and counsel, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 8.07) and (y) the Holders Paying Agent and the Note Registrar (including any claim for the reasonable compensation, expenses, indemnities, disbursements and advances of each of the Paying Agent and the Note Registrar, each of its agents and counsel and all other amounts due the Paying Agent and the Note Registrar under Section 17.02) and of the Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to (x) the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trusteeexpenses, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expensesindemnities, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out 8.07 and (y) each of the estate in Paying Agent and the Note Registrar any such Proceedingamount due to it for the reasonable compensation, shall be denied for any reasonexpenses, payment indemnities, disbursements and advances of the same shall be paid out Paying Agent and the Note Registrar, each of any its agents and counsel and all distributions, dividends, money, securities other amounts due the Paying Agent and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or Note Registrar under any plan of reorganization or arrangement or otherwiseSection 17.02. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or advisable 39 in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relating to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of any of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such proofs of claim and other papers or documents 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 45 and advances of the Indenture Trustee, its agents and counsel, subject counsel and any other amounts due the Indenture Trustee under Section 7.07 hereof and any other amounts due and owing to the limitations contained hereinNoteholders) and of MBIA and the Holders Noteholders allowed in such judicial proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by MBIA and each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to MBIA or the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.07 hereof. Nothing herein contained in this Indenture shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of MBIA or any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting MBIA or any of the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of MBIA or any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under SECTION 8.07) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseSECTION 8.07. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company, any other Loan Party or any other obligor upon the Securities or the property of the Company, such other Loan Party or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Securities and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property (subject to the terms of the New Intercreditor Agreement) payable or deliverable on any such claims and to distribute the same; and (subject to the terms of the New Intercreditor Agreement) any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein606. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 606 hereof subject to the limitation contained herein out of the estate in any such Proceedingproceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of of, any and all distributions, dividends, money, securities and other property properties, that the Holders may be entitled to receive in such Proceeding proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. . (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceeding.proceeding. KL2 3337076.6

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

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to the limitations contained hereincounsel and all other amounts due under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities), their agents and counsel, and any other amounts due the Indenture Trustee and ▇▇▇▇▇ Fargo Bank, N.A. (in all its capacities) under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid and all other amounts due and payable under any Transaction Document in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to the limitations contained hereincounsel and all other amounts due under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and Citibank (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and Citibank (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and Citibank (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and Citibank (in all its capacities) under Section 6.07 hereof subject 4.5; and (c) to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances there are conflicting directions between 100% of the Indenture TrusteeVFN Noteholders and the Series Required Noteholders, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out will take its direction from 100% of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwiseVFN Noteholders. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial Proceeding relating to any Issuer or any other obligor upon any of the Notes or the property of any Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuers for the payment of Overdue Basic Principal Payments or Overdue Interest) shall be entitled and empowered, to intervene, at the direction of the Controlling Party, in such Proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes issued hereunder and to file such proofs of claim and other papers or documents 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 counselcounsel and any other amounts due the Indenture Trustee under Section 7.07), subject to the limitations contained herein) Class A Note Insurer and of the Holders allowed in such judicial Proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by the Class A Note Insurer and each Holder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Class A Note Insurer or the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.07. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of the Class A Note Insurer or any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of the Class A Note Insurer or any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of the Class A Note Insurer or any Holder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for 41 the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or any interest or other amounts) shall, at the written direction of the Majority Holders, by intervention in such proceeding or otherwise, (a) file and prove a claim for the whole amount owing and unpaid in respect of the Notes issued hereunder and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders allowed in such proceeding, and (b) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.07. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or and consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, 77 arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, or the property of the Issuer, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; 44 and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.06 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder or Purchaser any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

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

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to the limitations contained hereincounsel and all other amounts due under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding, and (j) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and Deutsche Bank (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and Deutsche Bank (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and Deutsche Bank (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and Deutsche Bank (in all its capacities) under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or the property of the Issuer, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder, the Agent or any Purchaser any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, or any other obligor upon the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

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

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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 51 Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 8.07) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise8.07. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceeding.proceeding. 48

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial Proceeding relating to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise (i) to file and prove a claim for the whole amount of principal, premium, if any, and interest owing and unpaid in respect of the Notes issued hereunder and to file such proofs of claim and other papers or documents 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, subject to counsel and any other amounts due the limitations contained hereinIndenture Trustee under Section 7.07 hereof) and of the Holders Bond Insurer and the Noteholders allowed in such judicial Proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by the Bond Insurer and each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersBond Insurer or the Noteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.07 hereof. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of the Bond Insurer or any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Bond Insurer or the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of the Bond Insurer or any Holder Noteholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and the Holders of the Notes allowed in any judicial Proceedings proceedings relative to the Issuer Company or any guarantor the Subsidiary Guarantors (or any other obligor upon the Notes), its the Company's creditors or its the Company's property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial Proceeding proceeding is hereby authorized by each Holder of a Note to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersHolders of the Notes, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein 7.07 out of the estate in any such Proceedingproceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of of, any and all distributions, dividends, money, securities and other property that properties which the Holders of the Notes may be entitled to receive in such Proceeding proceeding, whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Note any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder of a Note thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder of a Note in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to the limitations contained hereincounsel and all other amounts due under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding; and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and the bank servicing as Indenture Trustee (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and the bank servicing as Indenture Trustee (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and the bank servicing as Indenture Trustee (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and the bank servicing as Indenture Trustee (in all its capacities) under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuing Entity or any other obligor upon the Notes or the property of the Issuing Entity or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuing Entity for the payment of overdue principal or interest) will be entitled and empowered: (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject counsel and all other amounts due to the limitations contained hereinIndenture Trustee under Section 7.07) and of the Holders Noteholders allowed in such judicial proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.07. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Securities of any series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount, or such lesser amount as may be provided for in the Securities of such series, of principal (and premium, if any) and interest and Additional Amounts, if any, owing and unpaid in respect of the Securities and to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee (including any claim for the reasonable compensation, expenses, -45- 52 disbursements and advances of the Indenture Trustee, its agents and counsel, subject to the limitations contained herein) and of the Holders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder of Securities of such series and coupons to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of or any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise6.06. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder of a Security or coupon any plan of reorganization, arrangement, adjustment or composition affecting the Notes Securities or coupons or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder of a Security or coupon in any such Proceedingproceeding. In any proceedings brought by the Indenture Trustee (and also any proceedings involving the interpretation of any provision of this Indenture to which the Indenture Trustee shall be a party) the Indenture Trustee shall be held to represent all the Holders of the Securities, and it shall not be necessary to make any Holders of the Securities parties to any such proceedings.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding, and (j) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

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

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 6.06 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Texas Tax Lien Assets or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the ------------------------------------------ pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Trust upon any of the Notes or the property of the Trust, the Indenture Trustee is authorized to (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal or interest) shall, at the direction of the Insurer, be entitled and empowered, by intervention in such Proceeding or otherwise to: (a) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders and the Insurer allowed in such Proceeding; and (b) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder and the Insurer to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders and the Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder or the Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any HolderNoteholder, or the Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder or the Insurer in any such Proceeding. Any plan of reorganization, arrangement, adjustment or composition relative to the Trust or any other obligor upon any of the Notes or the property of the Trust or of such obligor or their creditors and affecting the Notes or the rights of the Insurer under this Indenture or the Insurance Agreement must be acceptable to the Insurer and, as long as no Insurer Default exists and is continuing, the Insurer shall be entitled to exercise the voting rights of the Noteholders regarding such plan, reorganization, arrangement, adjustment or composition.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or the property of the Issuer, the Indenture Trustee is authorized (irrespective of whether the Bonds shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) shall be entitled and empowered, by intervention in such Proceeding or otherwise, to (1) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Bonds issued hereunder and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Bondholders allowed in such Proceeding, and (2) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and distribute the same, and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Bondholder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersBondholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwisehereof. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Bondholder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes Bonds or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Bondholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, reorganization, arrangement, adjustment, composition or other judicial Proceeding, relating to the Trust or any other obligor upon the Notes or the property of the Trust or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of any class of Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand for the payment of overdue principal or interest) shall be entitled and empowered, to intervene in such proceeding or otherwise: (a) to file and prove a claim for all amounts owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents and take such other action including participating as a member, voting or otherwise, in any committee of creditors appointed in the matter, as may be necessary or advisable in order to have the claims of the Indenture Trustee (including including, in each case, any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee, Trustee and its agents and counsel, subject to the limitations contained herein) and the Holders Noteholders allowed in any such judicial Proceedings relative Proceeding; (b) to petition for lifting of the Issuer or any guarantor (or any other obligor automatic stay and thereupon to foreclose upon the Notes), its creditors or its property Pledged Property as elsewhere provided herein; and (c) to collect and shall be entitled and empowered to participate as a member, voting or otherwise, of receive any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such 42 49 payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or to consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial proceeding relative to the Company or any other obligor upon the Notes of any series or their property or their creditors, the Indenture Trustee is authorized (irrespective of whether any Notes of such series shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Company for the payment of any overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal of, and any premium and interest owing and unpaid in respect of, the Notes of such series and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders of Notes of such series allowed in such proceeding; and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money monies or other property payable or deliverable on any such claims and to distribute the same, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder of Notes of such series to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersHolders of Notes of such series, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.10. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee will have made any demand on the Issuer for the payment of overdue principal or interest) will be entitled and empowered, by intervention in such proceedings or otherwise, (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 8.07) and of the Holders Noteholders allowed in such judicial proceeding, and (ii) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall will consent to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise8.07. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of or reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The Indenture Trustee is authorized to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and the Holders allowed in any judicial Proceedings proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money or other property payable or deliverable on any such claims and any custodian in any such judicial Proceeding proceeding is hereby authorized by each Holder to make such payments to the Indenture Trustee, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceedingproceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding or event relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and The Bank of New York Mellon (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and The Bank of New York Mellon (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and The Bank of New York Mellon (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and The Bank of New York Mellon (in all its capacities) under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any Insolvency Event or other similar proceeding relative to the Issuer or any other obligor upon the Notes or the property of the Issuer or of such other obligor, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes will then be due and payable as therein expressed or by declaration or otherwise) will be entitled and empowered by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents as may be necessary or 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, subject to counsel and all other amounts due the limitations contained hereinIndenture Trustee under Section 4.5) and of the Holders Noteholders allowed in such judicial proceeding, and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money funds or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments payment to the Indenture TrusteeTrustee and The Bank of New York Mellon (in all its capacities), and in the event that the Indenture Trustee shall consent consents to the making of such payments directly to the HoldersNoteholders, to pay to the Indenture Trustee and The Bank of New York Mellon (in all its capacities) any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture TrusteeTrustee and The Bank of New York Mellon (in all its capacities), its their agents and counsel, and any other amounts due the Indenture Trustee and The Bank of New York Mellon (in all its capacities) under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise4.5. Nothing herein contained shall will be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any HolderNoteholder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The (a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise: (i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such proofs of claim and other papers or documents 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 41 Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, subject to the limitations contained herein) and of the Holders Noteholders allowed in such judicial proceeding; (ii) to collect and receive any judicial Proceedings relative moneys or other property payable or deliverable on any such claims and to distribute the Issuer or any guarantor same; and (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter matter; and shall be entitled and empowered to collectany custodian, receive and distribute any money receiver, liquidator, assignee, trustee, sequestrator or other property payable or deliverable on any such claims and any custodian similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder Noteholder to make such payments to the Indenture Trustee, Trustee and in the event that the Indenture Trustee shall consent to the making of such payments directly to the Holders, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses expenses, disbursements and disbursements advances of the Indenture Trustee and any predecessor Indenture Trustee, its their agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the predecessor Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. 7.6 hereof. (b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or authorize, consent to or to, accept or adopt on behalf of any Holder Noteholder any plan of reorganization, arrangementagreement, adjustment or composition affecting the Notes or the rights of any Holder, Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial proceeding relative to the Trust or any other obligor upon the Notes or the property held in the Trust or of such other obligor or their creditors, the Indenture Trustee is authorized (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Trust for the payment of any overdue principal, premium or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, (a) to file and prove a claim for the whole amount of principal of, and any premium and interest owing and unpaid in respect of, the Notes and to file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders allowed in such proceeding; and (b) to collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same, and any custodian custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial Proceeding proceeding is hereby authorized by each Holder to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent consent, to the making of make such payments directly to the Holders, and to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due to the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise7.10. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment adjustment, or composition affecting any of the Notes or the rights of any HolderHolder thereof, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder in any such Proceedingproceeding.

Indenture Trustee May File Proofs of Claim. The In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or other judicial Proceeding relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such other obligor or their creditors, the Indenture Trustee is authorized to (irrespective of whether the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of any overdue principal or interest) shall, with the prior written consent of the Note Insurer, be entitled and empowered, by intervention in such Proceeding or otherwise to: (a) file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and file such proofs of claim and other papers or documents 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, subject to the limitations contained herein) and of the Holders Noteholders and the Note Insurer allowed in such Proceeding, and (ii) collect and receive any judicial Proceedings relative to the Issuer or any guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter and shall be entitled and empowered to collect, receive and distribute any money moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian receiver, assignee, trustee, liquidator, or sequestrator (or other similar official) in any such judicial Proceeding is hereby authorized by each Holder Noteholder and the Note Insurer to make such payments to the Indenture TrusteeTrustee and, and in the event that the Indenture Trustee shall consent to the making of such payments directly to the HoldersNoteholders and the Note Insurer, to pay to the Indenture Trustee any amount due to it for the reasonable compensation, expenses and disbursements of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitations contained herein. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Indenture Trustee, its agents and counsel, and any other amounts due the Indenture Trustee under Section 6.07 hereof subject to the limitation contained herein out of the estate in any such Proceeding, shall be denied for any reason, payment of the same shall be paid out of any and all distributions, dividends, money, securities and other property that the Holders may be entitled to receive in such Proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize or consent to or accept or adopt on behalf of any Holder Noteholder or the Note Insurer any plan of reorganization, arrangement, adjustment or composition affecting any of the Notes or the rights of any HolderHolder thereof, or the Note Insurer, or to authorize the Indenture Trustee to vote in respect of the claim of any Holder Noteholder or the Note Insurer in any such Proceeding. Any plan of reorganization, arrangement, adjustment or composition relative to the Issuer or any other obligor upon any of the Notes or the property of the Issuer or of such obligor or their creditors and affecting the Notes or the rights of the Note Insurer under this Indenture or the Insurance Agreement must be acceptable to the Note Insurer and, as long as no Note Insurer Default exists and is continuing, the Note Insurer shall be entitled to exercise the voting rights of the Holders of the Notes regarding such plan, reorganization, arrangement, adjustment or composition.