Common use of Security Interest Clause in Contracts

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now owned or hereafter acquiredowned, now existing or hereafter created, and wherever located arising (collectively, the “Collateral”): ): (i) the Pledged Timeshare Loansall Pool Receivables, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the all Related Security with respect to the Pledged Timeshare Loans; such Pool Receivables, (iii) the Account Collateral; all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all Hedge Collateral; amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Sale Agreements and Contribution Agreement(vi) all proceeds of, and all amounts received or receivable under any or all of, the Servicing Agreementforegoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Custody Agreement Collateral, and any in addition to all the other Facility Document to which the Borrower is a party rights and all remedies thereunder and the assignment available to the Administrative Agent of all UCC financing statements filed by (for the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all benefit of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid propertySecured Parties), all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, the rights to payment and remedies of a secured party under any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) applicable UCC. The Borrower hereby authorizes the filing of Administrative Agent to file financing statements, and continuation statements and amendments thereto and assignments thereof, describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall deliver to the Borrower written authorization for the Borrower to file UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower Seller hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a continuing lien upon and security interest in all of the Borrower’s right, title Seller's now existing or hereafter arising rights and interest in, to and under in the following, whether now owned or hereafter acquired, now existing or hereafter created, acquired, or arising, and wherever located (collectively, the “"Collateral”"): (iA) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, All accounts, accounts receivablereceivables, notes, drafts, acceptancescontract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance proceeds, condemnation awardspolicies (including rights to premium refunds), rights to payment tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and every kind delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other forms amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of obligations offset and receivablesrecoupment); (D) All equipment, instruments machinery, furniture, furnishings, fixtures, tools, supplies and other property which at any time constitute motor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all or part of or are included in the proceeds of the foregoing; (viiG) All books and records pertaining to all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangibleforegoing; and (viiiH) all income and All proceeds of the foregoing (b) The Borrower hereby authorizes , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the filing sale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, in a form acceptable to Buyer, and continuation statements any other instruments and amendments thereto documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property documents evidencing or assets” or words related to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Purchased Receivables and Collateral.

Security Interest. (a) As On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and, in any event, as security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower its Obligations, the Borrower Seller hereby grants pledges to the Administrative AgentBuyer and hereby grants, for the benefit of the Secured Parties, assigns and pledges to Buyer a fully perfected first priority security interest in all of the BorrowerSeller’s right, title title, and interest in, to to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”): (i) the Purchased Mortgage Loans; (ii) the Mortgage File and Records related to the Purchased Mortgage Loans; (iii) all Servicing Rights related to the Purchased Mortgage Loans; (iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans); (v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (vi) any Takeout Commitments relating to any Purchased Mortgage Loan; (vii) any Closing Protection Letter relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance; (ix) all Income relating to any Purchased Mortgage Loan; (x) the Inbound Account; (xi) the Haircut Account; (xii) any Hedge Agreements relating to any Purchased Mortgage Loan; (xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan, (xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans; (xv) all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller or its Affiliates on the one hand and Buyer or Buyer’s Affiliates on the other; (xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; and (xvii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the EverBank Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee . The foregoing provision is intended to constitute a security agreement or similar other arrangement or other credit enhancement with respect related to any such Timeshare Loansthe Agreement and Transactions hereunder as defined under Sections 101(47)(v) to become due or received by any Person in payment of any and 741(7)(x) of the Pledged Timeshare Loans on Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect statements relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale Repurchase Assets and Contribution Agreement, the Servicing AgreementRights as Buyer, at its option, may deem appropriate, without the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent signature of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes thereon. Seller shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for To secure the payment, observance and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Secured Obligations, the Borrower each Obligor hereby grants mortgages, pledges and assigns all of its right, title and interest in and to the Administrative Collateral to the Agent, for the benefit of the Secured PartiesCreditors, and grants to the Agent, for the benefit of the Secured Creditors, a continuing security interest in in, and a continuing Lien upon, all of the Borrower’s its right, title and interest in, to in and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing. (b) The Borrower As additional security for all of the Secured Obligations, each Obligor grants to the Agent, the Lenders and the Affiliates of the Lenders, for the benefit of the Secured Creditors, a security interest in, and assigns to the Agent, the Lenders and the Affiliates of the Lenders, for the benefit of the Secured Creditors, all of such Obligor's right, title and interest in and to, any deposits or other sums at any time credited by or due from the Agent, each Lender and each Affiliate of a Lender to such Obligor, or credited by or due from any participant of any Lender to such Obligor, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. Each Obligor hereby authorizes the filing Agent, each Lender and each Affiliate of financing statementssuch Lender and each participant to pay or deliver to the Agent, for the account of the Secured Creditors, without any necessity on the Agent's or any Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the continuation of any Event of Default or in the event that the Agent, on behalf of the Secured Creditors, should make demand for payment hereunder and without further notice to any Obligor (such notice being expressly waived), any of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and continuation statements the rights given the Agent, the Lenders, their Affiliates and amendments thereto participants hereunder are cumulative with such Person's other rights and assignments remedies, including other rights of setoff. The Agent will promptly notify the Borrowers' Agent of its receipt of any such funds for application to the Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Agent may give notice of the above grant of a security interest in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof, describing and each Obligor hereby irrevocably appoints the collateral covered thereby Agent as “its attorney to collect any and all of debtor’s personal property such deposits or assets” other sums to the extent any such payment is not made to the Agent or words to that effectany Lender by such Lender, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Affiliate or participant.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower Seller hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a continuing lien upon and security interest in all of the BorrowerSeller’s right, title now existing or hereafter arising rights and interest in, to and under in the following, whether now owned or hereafter acquired, now existing or hereafter created, acquired, or arising, and wherever located (collectively, the “Collateral”): (iA) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, All accounts, accounts receivablereceivables, notes, drafts, acceptancescontract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance proceeds, condemnation awardspolicies (including rights to premium refunds), rights to payment tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller’s rights to any returned or rejected goods, with respect to which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and every kind delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other forms amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller’s right of obligations offset and receivablesrecoupment); (D) All equipment, instruments machinery, furniture, furnishings, fixtures, tools, supplies and other property which at any time constitute motor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all or part of or are included in the proceeds of the foregoing; (viiG) All books and records pertaining to all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangibleforegoing; and (viiiH) all income and All proceeds of the foregoing (b) The Borrower hereby authorizes , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer’s prior written consent, except for the filing sale of finished inventory in the Seller’s usual course of business. Seller agrees to sign UCC financing statements, in a form acceptable to Buyer, and continuation statements any other instruments and amendments thereto documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property documents evidencing or assets” or words related to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Purchased Receivables and Collateral.

Security Interest. (a) As security for To secure the payment and performance of all of the Obligations when due, and the performance by the Borrower of all the terms, covenants and agreements on the part each of the Borrower to be performed Borrower's duties under this Agreement or any other Facility Documentand all documents executed in connection herewith, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Silicon a continuing security interest in all of the Borrower’s right, title and 's interest in, to and under in the following, whether now owned or hereafter acquired, now existing or hereafter createdand wherever located: All Inventory, Equipment, Payment Intangibles, Letter-of-Credit Rights, Supporting Obligations, Accounts, and wherever located General Intangibles, including, without limitation, all of Borrower's Intellectual Property, Deposit Accounts, and all money, and all property now or at any time in the future in Silicon's possession (collectivelyincluding claims and credit balances), and all proceeds (including proceeds of any insurance policies, proceeds of proceeds and claims against third parties), all products and all books and records related to any of the “Collateral”): foregoing (i) all of the Pledged Timeshare Loansforegoing, together with all Collections and all monies due (including other property in which Silicon may now or in the future be granted a lien or security interest, is referred to herein, collectively, as the "Collateral"). The security interest granted herein shall be a first priority security interest in the Collateral. After the occurrence of a Default, Silicon may place a "hold" on any payments made under Deposit Account pledged as collateral. Borrower is not a party to, nor is bound by, any guarantee license or similar credit enhancement other agreement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is the licensee that prohibits or otherwise restricts Borrower from granting a party security interest in Borrower's interest in such license or agreement or any other property. Without prior consent from Silicon, Borrower shall not enter into, or become bound by, any such license or agreement which is reasonably likely to have a material impact on Silicon's business or financial condition. Borrower shall take such steps as Silicon requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for all such licenses or contract rights to be deemed "Collateral" and all remedies thereunder and the assignment for Silicon to the Administrative Agent of all UCC financing statements filed have a security interest in it that might otherwise be restricted or prohibited by law or by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect terms of any such license or all of the foregoing and all payments on agreement, whether now existing or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, entered into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2future.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Transaction Document, including the punctual payment when due of the Aggregate Capital and all Interest in respect of the Loans and all other Borrower Obligations, the Borrower hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Secured Parties, a continuing security interest in in, all of the Borrower’s right, title and interest in, to and under all of the following, whether now owned or hereafter acquiredowned, now existing or hereafter created, and wherever located arising (collectively, the “Collateral”): ): (i) the Pledged Timeshare Loansall Pool Receivables, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the all Related Security with respect to the Pledged Timeshare Loans; such Pool Receivables, (iii) the Account Collateral; all Collections with respect to such Pool Receivables, (iv) the Lock-Boxes and Lock-Box Accounts and all Hedge Collateral; amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Lock-Box Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Borrower under the Purchase and Sale Agreement and Contribution Agreement(vi) all proceeds of, and all amounts received or receivable under any or all of, the Servicing Agreementforegoing. The Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Custody Agreement Collateral, and any in addition to all the other Facility Document to which the Borrower is a party rights and all remedies thereunder and the assignment available to the Administrative Agent of all UCC financing statements filed by (for the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all benefit of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid propertySecured Parties), all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, the rights to payment and remedies of a secured party under any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) applicable UCC. The Borrower hereby authorizes the filing of Administrative Agent to file financing statements, and continuation statements and amendments thereto and assignments thereof, describing as the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Agreement. Immediately upon the occurrence of the Final Payout Date, the Collateral shall be automatically released from the lien created hereby, and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent, the Lenders and the other Credit Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Borrower; provided, however, that promptly following written request therefor by the Borrower delivered to the Administrative Agent following any such termination, and at the expense of the Borrower, the Administrative Agent shall execute and deliver to the Borrower UCC-3 termination statements and such other documents as the Borrower shall reasonably request to evidence such termination.

Security Interest. (a) As Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller hereby pledges to Buyer as security for the performance by the Borrower Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Borrower’s rightPurchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and interest inCertification, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “Collateral”): (i) the Pledged Timeshare Loans"Repurchase Assets"). Seller agrees to execute, together with all Collections deliver and/or file such documents and all monies due (including any payments made under any guarantee or similar credit enhancement with respect perform such acts as may be reasonably necessary to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreementfully perfect Buyer's security interest created hereby. Furthermore, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets without the signature of the Seller, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Section.

Security Interest. (a) As security for To secure the full and punctual payment of the Debt and performance by the Borrower of all the terms, covenants and agreements on the part obligations of the Borrower to be performed now or hereafter existing under this Agreement or any and the other Facility DocumentLoan Documents, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all of the Borrower’s rightinterest, title cash, checks, drafts, certificates and interest ininstruments, if any, from time to time deposited or held therein, any and under the following, whether now owned or hereafter acquired, now existing or hereafter createdall amounts invested in Permitted Investments, and wherever located all "proceeds" (collectively, as defined in the “Collateral”): (i) UCC as in effect in the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person state in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party Lockbox Account and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under Cash Management Account are located or in connection with the Sale and Contribution Agreement; (vimaintained) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing. Furthermore, including all proceeds Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the conversion thereofforegoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 10.3(a) as a first priority perfected security interest and will defend the right, voluntary or involuntary, into cash or other liquid property, title and interest of Lender in and to the Lockbox Account and Cash Management Account against the claims and demands of all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoingPersons whomsoever. (b) The Borrower hereby authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the filing validity, perfection and priority of financing statementsthe security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and continuation statements take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and amendments thereto protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and assignments thereofto any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) Upon the occurrence and during the continuance of an Event of Default, describing the collateral covered thereby as “Lender may exercise any or all of debtor’s personal property its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or assets” partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or words incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that effectany such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, notwithstanding that such wording may be broader in scope than each of the collateral remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender's rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker's lien. Nothing in this Section 2Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender's rights and remedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender's right to initiate and complete a foreclosure under the Mortgage.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower Seller hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a continuing lien upon and security interest in all of the Borrower’s right, title Seller's now existing or hereafter arising rights and interest in, to and under in the followingfollowing , whether now owned or hereafter acquired, now existing or hereafter created, acquired, or arising, and wherever located (collectively, the “"Collateral”"): (iA) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, All accounts, accounts receivablereceivables, notes, drafts, acceptancescontract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance proceeds, condemnation awardspolicies (including rights to premium refunds), rights to payment tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and every kind delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other forms amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of obligations offset and receivablesrecoupment); (D) All equipment, instruments machinery, furniture, furnishings, fixtures, tools, supplies and other property which at any time constitute motor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all or part of or are included in the proceeds of the foregoing; (viiG) All books and records pertaining to all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangibleforegoing; and (viiiH) all income and All proceeds of the foregoing (b) The Borrower hereby authorizes , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the filing sale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, in a form acceptable to Buyer, and continuation statements any other instruments and amendments thereto documents requested by Buyer to evidence , perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property documents evidencing or assets” or words related to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Purchased Receivables and Collateral.

Security Interest. (a) As a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by the Borrower Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the Borrower’s rightforegoing and any other property, rights, title and interest inor interests as are specified on a Transaction Request and/or Asset Confirm, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”):). b. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) Seller’s rights under the Pledged Timeshare LoansServicing Facility Documents, together with all Collections including, without limitation, any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Servicing Facility Rights”) and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) all collateral however defined or described under the Related Security with respect Servicing Facility Documents to the Pledged Timeshare Loans; extent not otherwise included under the definition of Collateral therein (iiisuch collateral, the “Additional Collateral”). Seller shall deliver an irrevocable instruction (the “Irrevocable Instruction Letter”) to the Account Collateral; (iv) all Hedge Collateral; (v) lender under the Sale and Contribution Servicing Facility Documents that upon receipt of a notice of an Event of Default under this Agreement, the Servicing Agreementlender thereunder is authorized and instructed to remit to Buyer hereunder directly any amounts otherwise payable to Seller and to deliver to Buyer all collateral otherwise deliverable to Seller. In furtherance of foregoing, the Custody Irrevocable Instruction Letter shall also require, upon repayment of the entire outstanding principal amount of the loan under the Servicing Facility Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent termination of all UCC financing statements obligations of the lender thereunder or other termination of the Servicing Facility Documents following the repayment of all obligations [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed by the Borrower against Seller under or in connection separately with the Sale Securities and Contribution Agreement; Exchange Commission. thereunder that the lender thereunder deliver to Buyer hereunder any collateral then in its possession or control. The foregoing provisions (via) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Sections 101(47)(v) and 741(7)(x) of the Bankruptcy Code. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, Seller hereby authorizes Buyer to file financing statements relating to the Repurchase Assets, as Buyer, at its option, may deem appropriate. Seller shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As The Grantor does hereby assign as security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants grant a first priority security interest to the Administrative AgentSecurity Trustee, for the benefit of the Secured Parties, a security interest in the following property (collectively, the “Mortgage Collateral”) attaching on the date of this Agreement: (a) all of the BorrowerGrantor’s right, title and interest in, in and to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare LoansAircraft, including the Airframe and Engines as the same is now and will hereafter be constituted, and in the case of such Engines, whether or not any such Engine shall be installed in or attached to the Airframe or any other airframe, together with (ii) all Collections Parts of the Aircraft of whatever nature, which are from time to time included within the definitions of “Airframe” or “Engines”, including all substitutions, renewals and replacements of and additions, improvements, accessions and accumulations to the Airframe and Engines (other than additions, improvements, accessions and accumulations which constitute appliances, parts, instruments, appurtenances, accessories, furnishings or other equipment excluded from the definition of Parts), (iii) all monies due Aircraft Documents and (iv) any money or non-money proceeds of the Airframe or an Engine of the Aircraft arising from the total or partial loss or destruction of the Airframe or an Engine or its total or partial confiscation, condemnation or requisition up to the amount of hull insurance in respect of the Aircraft required to be carried under the Aircraft Mortgage; (b) all of the Grantor’s right, title and interest in and to the Assigned Lease (including (i) all rights of the Grantor to receive moneys due and to become due under or pursuant to such Assigned Lease, (ii) all rights of the Grantor to receive proceeds of any payments made under any guarantee insurance, indemnity, warranty or similar credit enhancement guaranty with respect to any such Timeshare Loans) Assigned Lease up to become due or received by any Person the amount of hull insurance in payment of any respect of the Pledged Timeshare Loans on or after Aircraft required to be carried under the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; Aircraft Mortgage, (iii) claims of the Account Collateral; Grantor for damages arising out of or for breach or default under such Assigned Lease, and (iv) the right of the Grantor to terminate such Assigned Lease and to compel performance of, and otherwise to exercise all Hedge remedies under, such Assigned Lease, whether arising under such Assigned Lease or by statute or at law or in equity (the “Lease Collateral;”); and (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vic) all present and future claims, demands, causes of action and choses in action in respect proceeds of any or and all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of Mortgage Collateral; provided that the Mortgage Collateral shall not include any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Excluded Property.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part payment in full of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Purchase Money Obligations, the Borrower each Loan Party hereby grants pledges to the Administrative Collateral Agent, its permitted successors and assigns, for the benefit of the Purchase Money Secured Parties, and hereby grants to the Collateral Agent, its successors and assigns, for the benefit of the Purchase Money Secured Parties, a security interest (the “Security Interest”) in all right, title or interest in or to any and all of the Borrowerassets and properties of such Loan Party described on Schedule II attached hereto and made a part hereof, as such Schedule II may be supplemented or modified from time to time to describe additional assets and properties of such Loan Party granted to secure such Loan Party’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located Purchase Money Obligations (collectively, the “Article 9 Collateral”): (i) the Pledged Timeshare Loans), together with all Collections books and records pertaining to the Article 9 Collateral, and, to the extent not otherwise included, all Proceeds and products of the Article 9 Collateral and all monies due (including any payments made under any guarantee assets and property affixed or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans;appurtenant thereto. (iib) Each Loan Party hereby irrevocably authorizes the Related Security Collateral Agent at any time and from time to time to file in the proper jurisdictions any initial financing statements (including, if applicable, fixture filings) with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and Article 9 Collateral or any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements thereof and amendments thereto and assignments thereofcontinuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment, describing including (i) statements as to whether such Loan Party is an organization, the collateral covered thereby type of organization and any organizational identification number issued to such Loan Party and (ii) in the case of a financing statement filed as “all a fixture filing, a sufficient description of debtor’s personal the real property to which such Article 9 Collateral relates. Each Loan Party agrees to provide such information to the Collateral Agent promptly upon request. Each Loan Party also ratifies its authorization for the Collateral Agent to file in any proper jurisdiction any initial financing statements or assets” amendments thereto if filed prior to the date hereof. (c) The Security Interest is granted as security only and shall not subject the Collateral Agent or words any other Purchase Money Secured Party to, or in any way alter or modify, any obligation or liability of any Loan Party with respect to that effect, notwithstanding that such wording may be broader in scope or arising out of the Article 9 Collateral (other than the collateral described in this Section 2duties expressly created hereunder).

Security Interest. (a) As a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by the Borrower of all the terms, covenants and agreements on the part Seller of the Borrower Obligations and hereby grants, assigns and pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in all the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the BorrowerPurchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s rightright thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title and interest inor interests as are specified on a Transaction Request and/or Trust Receipt, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2).

Security Interest. (a) As security for the payment and performance of any and all of the Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by the Borrower of all to the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower ObligationsBank, the Borrower hereby grants pledges to the Administrative Agent, for Bank and give the benefit of the Secured Parties, Bank a continuing security interest in and general Lien upon and right of set-off against, all of the Borrower’s right, title and interest in, of the Borrower in and to and under the followingCollateral, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed acquired by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing. (b) The Borrower hereby authorizes Except as herein or by applicable law otherwise expressly provided, the filing Bank shall not be obligated to exercise any degree of financing statementscare in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or to preserve any rights therein against prior parties, and continuation statements the Borrower agrees to take such steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and amendments thereto preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and assignments thereofthe Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of Collateral against any liability of the Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of the Bank's options, describing powers or rights under this Agreement or otherwise arising. (c) Upon the collateral covered thereby as “all occurrence of debtor’s personal property an Event of Default and the expiration of any applicable grace or assets” cure period the Bank may at any time and from time to time, with or words without notice to the Borrower, (i) transfer into the name of the Bank or the name of the Bank's nominee any of the Collateral, (ii) notify any Account Debtor or other obligor of any Collateral to make payment thereon direct to the Bank of any amounts due or to become due thereon and (iii) receive and after a default direct the disposition of any proceeds of any Collateral. (d) In the event that effectBorrower and Bank execute any International Swap Dealers Association (ISDA) Master Agreements and Schedules then the Collateral shall also secure such ISDA Master Agreement and Schedules, notwithstanding that such wording together with confirmation letters, which may hereafter be broader in scope than the collateral described in this Section 2executed between Borrower and Bank.

Security Interest. (a) As security for To secure the performance by timely repayment of the Borrower of principal of, and interest on, the Advances, and all the terms, covenants and agreements on the part other Obligations of the Borrower to be performed under this Agreement or any other Facility DocumentSecured Party, including including, without limitation, the payment Aggregate Contingent Interest, and the prompt performance when due of all covenants of the Borrower Obligationshereunder and under any other Transaction Document, whether now or hereinafter existing or arising, due or to become due, direct or indirect, the Borrower hereby pledges and grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing, first priority security interest in in, and assignment of, all of the Borrower’s rights, titles and interests in, to and under all of the following, whether now or hereafter owned, existing or arising: all assets of the Borrower, including but not limited to all right, title and interest inof the Borrower in the Pledged Policies (unless and until such Policies are sold as provided by Section 2.7 of this Loan Agreement) and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, accounts; contract rights; the contracts with and rights to and under against the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectivelyTrustees, the Custodian and/or the Securities Intermediary, as applicable; the Collection Account, the Payment Account, the Policy Account and any other account of the Borrower (excluding only the Borrower Account); reserve accounts; escrow agreements and related books and records; the rights under any purchase agreements relating to such Policies; all data, documents and instruments contained in the Collateral Packages; and such other assets, tangible or intangible, real or personal, as reasonably may be required by the Administrative Agent to fully secure any Advances contemplated herein. All of the rights and assets described in the previous sentence are herein referred to collectively as “Collateral”): (i) ; provided, however, that this definition of “Collateral” does not limit any other collateral that may be pledged to secure the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made Advances under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoingTransaction Document. (b) The Borrower hereby authorizes the filing of shall file such financing statements, and execute and deliver such agreements, certificates and documents, and take such other actions, as the Administrative Agent requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a), including without limitation delivering a collateral assignment in respect of each Pledged Policy subject to this Loan Agreement, naming the Administrative Agent, on behalf of the Lenders, as the collateral assignee, filed with, and acknowledged to have been filed by, the applicable Issuing Insurance Company; provided, that the foregoing collateral assignment shall not apply to the portion of the face amount that is retained by a third party under any Retained Death Benefit Policy. On or prior to the initial Advance Date and each Advance Date related to an Additional Policy Advance, if any, the Borrower shall deliver or cause to be delivered completed but unsigned Change Forms for the Subject Policies to the Securities Intermediary. The Borrower shall cause the Securities Intermediary to execute all such Change Forms in blank to be held by the Securities Intermediary. If an Issuing Insurance Company updates its Change Forms, at the request of the Administrative Agent, the Borrower shall deliver or cause to be delivered completed but unsigned updated Change Forms for the related Pledged Policies within five (5) Business Days of such request. The Borrower shall cause the Securities Intermediary to execute such Change Forms in blank to be held by the Securities Intermediary. The Borrower grants to the Administrative Agent, as its irrevocable attorney-in-fact and otherwise, the right, in the Administrative Agent’s sole and absolute discretion following acceleration or maturity of the Obligations of the Borrower under this Loan Agreement, to complete or direct the Securities Intermediary to complete and send any and all Change Forms previously delivered to it by or on behalf of the Borrower or otherwise obtained by the Administrative Agent, to the applicable Issuing Insurance Companies. The Borrower hereby acknowledges that the foregoing grant has been coupled with an interest. The Borrower hereby authorizes the Administrative Agent to file such financing statements as the Administrative Agent determines are necessary or advisable to perfect such security interest without the signature of the Borrower, provided however, notwithstanding any other provision of any Transaction Document, the Administrative Agent shall have no duty or obligation to file such financing statements, continuation statements or amendments thereto; and provided, further, that if the Administrative Agent notifies the Borrower in writing that it intends to file any financing statements, continuation statements or amendments thereto but fails to do so, and assignments thereofdoes not in connection therewith timely instruct the Borrower to file such item or items, describing then the collateral covered thereby Borrower shall not be and shall not be deemed to be in breach of any representation or warranty concerning the perfection of related or affected security interests if such breach is a direct result of the Administrative Agent’s failure to file such item or items and such filing would have perfected such security interests. The Borrower hereby appoints the Administrative Agent as “the Borrower’s irrevocable attorney-in-fact, with full power and authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and to enforce or collect any of the Collateral following acceleration of the obligations of the Borrower under this Loan Agreement in relation to an uncured Event of Default. The Borrower hereby acknowledges that the foregoing appointments of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact have been coupled with an interest. The Borrower hereby ratifies and approves all acts of such attorney undertaken or performed consistent with the foregoing and all Applicable Law, and agrees that the Administrative Agent will not be liable for any act or omission with respect thereto, except to the extent that such act or omission constitutes gross negligence, fraud or willful misconduct on the part of the Administrative Agent. Subject to the provisions of the UCC and the rights of any purchaser (including any Lender) of the Collateral in connection with the Lenders’ exercise of remedies, none of the foregoing provisions and undertakings constitute or shall be deemed to constitute waiver by the Borrower of its rights, title and interest in or to any such Collateral or the proceeds thereof that are in excess of its payment obligations hereunder and under the Lender Notes. (c) Upon the receipt by the Lenders of the Net Proceeds after the sale of a Pledged Policy, in each case, pursuant to Section 2.7, the security interest of the Administrative Agent in such Pledged Policy for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assignments, as applicable, with respect to such Pledged Policy, request the Securities Intermediary to deliver to the Borrower the Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b) related to such Pledged Policy, and to take such other actions as the Borrower shall reasonably request in order to evidence any such release of such Pledged Policy. Upon the repayment of all of debtorthe Borrower’s personal property Advances then outstanding and all other Obligations (including, without limitation, the Aggregate Contingent Interest) and termination of all Commitments and this Loan Agreement, the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and the Administrative Agent agrees to file, promptly upon request, such releases or assets” or words assignments, as applicable, request the Securities Intermediary to that effectdeliver to the Borrower all Change Forms delivered to it in blank by the Borrower pursuant to Section 2.6(b), notwithstanding that and to take such wording may be broader other actions as the Borrower shall reasonably request in scope than the collateral described in this Section 2order to evidence any such release.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the HGV Borrower Purchase Agreement and all remedies thereunder, the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing, other than proceeds of a Timeshare Loan that has been foreclosed upon and remarketed and for which the applicable Timeshare Interest relates to the Barbados Resort. (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As Grant of Security Interest and Cross-Collateralization. Buyer and the Sellers intend that the Transactions hereunder be sales to Buyer of the Purchased Loans and not loans from Buyer to Sellers secured by the Purchased Loans. However, in order to preserve Buyer's rights under this Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans and as security for the performance by the Borrower Sellers of all the terms, covenants and agreements on the part of the Borrower Sellers' obligations to be performed Buyer under this Agreement or any other Facility Documentand the Transactions entered into pursuant to this Agreement, both Sellers grant Buyer, on a cross-collateralized basis with all outstanding Transactions, a first priority security interest in the Purchased Loans, including the payment when due indebtedness of Obligors and the Underlying Assets, including all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, to and under the following, whether Manufactured Homes now owned or hereafter acquired, now existing or hereafter createdas collateral for Floorplan Loans and MH Loans, and wherever located (collectivelyall other collateral provided as security for the Purchased Loans; Servicing Agreements, Back-up Servicing Agreements, Servicing Records, insurance, guarantees, indemnities and warranties and proceeds thereof, financing statements and other agreements or arrangements of whatever character from time relating to the “Collateral”): (i) the Pledged Timeshare Purchased Loans, together with all Collections Income, any and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution AgreementHedg▇▇, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder ▇▇l Insured Closing Letters and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of Escrow Instructions covering any or all of the foregoing Loans, all Collections and the Blocked Accounts and all payments amounts on deposit therein, any and all collection accounts and escrow accounts relating to the Purchased Loans, all MH Contracts, Dealer Financing Agreements, and other Loan Agreements, the Loan Documents, all Consignment Agreements, sale contracts, security agreements, the right to payment of interest or under of every kind finance charges and nature whatsoever collateral securing such obligations, and any other contract rights, and other assets relating to the Purchased Loans or any interest in respect of any the Purchased Loans, whether constituting real or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid personal property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checksequipment, deposit accountsgoods, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accountsinstruments, general intangibles, payment intangiblesinventory or proceeds, instrumentsor securities backed by or representing an interest in such Loans, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and any and all other property replacements, substitutions, distributions on or Proceeds of any and interests in property all of the Borrowerforegoing (collectively, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2"Collateral").

Security Interest. (ai) As On each Purchase Date, each Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Asset Schedule. In addition to the foregoing, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Borrower Purchased Mortgage Loans, the REO Subsidiary Interests, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Purchased Mortgage Loans and Contributed Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Contributed Assets), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Assets, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Contributed Asset, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and Contributed Asset, the Collection Account, the Certificate Distribution Accounts, and all rights against and in respect of all PMC related to the termsUnderlying Repurchase Transactions, covenants and agreements any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan, Contributed Asset or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Contributed Asset (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and Contributed Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on the part a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the Borrower to be performed under this Agreement foregoing, in all instances, whether now owned or any other Facility Documenthereafter acquired, including the payment when due of all Borrower Obligationsnow existing or hereafter created (collectively, the Borrower hereby grants “Seller Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Administrative Agent, for the benefit Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Secured PartiesBankruptcy Code. (ii) Each of POP and PMC hereby grant, assign and pledge to Buyer a fully perfected first priority security interest in all of the BorrowerPOP’s and PMC’s right, title and interest in, to and under the followingUnderlying Repurchase Assets subject to an Underlying Repurchase Transaction, Purchased Items (as such term is defined in the Underlying Repurchase Agreement), the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Underlying Repurchase Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Underlying Repurchase Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Underlying Transaction Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (iii) In order to further secure the Obligations hereunder, the REO Subsidiary hereby pledges to Buyer as security for the performance by the REO Subsidiary of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Subsidiary Owned Assets, the Records (including, without limitation, any other collateral pledged or otherwise relating to the Rental Properties, together with all files, material documents, instruments, surveys, certificates, correspondence, appraisals, computer records, computer storage, accounting records and other books and records relating thereto), and all Servicing Rights related to the Subsidiary Owned Assets, Property Management Rights, the Security Deposits, the Facility Documents (to the extent such Facility Documents and the REO Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, all SFR Property Documents relating to the Rental Property, all Lease Agreements relating to the Rental Property, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of the REO Subsidiary in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Subsidiary Owned Asset and any other assets relating to the Subsidiary Owned Assets (including, without limitation, any other accounts) or any interest in the Subsidiary Owned Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Subsidiary Repurchase Assets”, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, the “Repurchase Assets”) This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of the Obligations to the Buyer by the REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time any such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. (iv) Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans or Contributed Assets except as expressly set forth herein. Without limiting the generality of the foregoing and in the event that a Seller Party is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller Party grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee . This paragraph is intended to constitute a security agreement or similar other arrangement or other credit enhancement with respect related to any such Timeshare Loansthe Agreement and transactions hereunder as defined under Section 101(47)(v) to become due or received by any Person in payment of any and 741(7)(xi) of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral;Bankruptcy Code. (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document Each Seller Party hereby authorizes Buyer to which the Borrower is a party and all remedies thereunder and the assignment file such financing statement or statements relating to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claimsRepurchase Assets as Buyer, demandsat its option, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes may deem appropriate. Sellers shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part Each of the Borrower to be performed under this Agreement following items or any other Facility Document, including the payment when due types of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, to and under the followingproperty, whether now owned or hereafter acquired, now existing or hereafter created, created and wherever located located, is hereinafter referred to as (collectively, the “CollateralPurchased Items”): ): all Mortgage Assets, all rights under each Purchase Agreement (i) but not the Pledged Timeshare Loansobligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes included therein, all Servicing Records relating to the Mortgage Assets, all Servicing Agreements relating to the Mortgage Assets and any other collateral pledged or otherwise relating to such Mortgage Assets, together with all Collections files, documents, instruments, surveys, certificates, correspondence, appraisals, computer programs, computer storage media, accounting records and other books and records relating thereto, all monies due mortgage guaranties and insurance (including issued by governmental agencies or otherwise) and any payments made under any guarantee mortgage insurance certificate or similar credit enhancement with respect other document evidencing such mortgage guaranties or insurance relating to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) Mortgage Asset, all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document servicing fees to which the Borrower Seller is a party entitled and servicing and other rights relating to the Mortgage Assets, all Servicer Accounts established pursuant to any Servicing Agreement and all remedies thereunder and the assignment amounts on deposit therein, from time to the Administrative Agent of time, all UCC financing statements filed by the Borrower against Seller under Purchase Agreements or in connection with the Sale and Contribution Agreement; (vi) all present and future claimsother agreements or contracts relating to, demandsconstituting, causes of action and choses in action in respect of or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets and the right to enforce such payments, the Controlled Accounts and all payments monies and investment property from time to time on deposit in, or under credited to, the Controlled Accounts, all securities accounts to which any Purchased Assets consisting of every kind “securities” or “security entitlements” (as defined in the UCC) have been credited, all Interest Rate Protection Agreements, if any, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “instruments” and nature whatsoever “investment property” as defined in respect of the UCC relating to or constituting any or and all of the foregoing, including and any and all replacements, substitutions, distributions on or proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As a. The parties intend that all Transactions hereunder be sales and purchases and not loans. However, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Buyer as security for the performance by the Borrower of all the terms, covenants and agreements on the part Sellers of the Borrower to be performed under this Agreement or any other Facility DocumentObligations and hereby grants, including the payment when due of all Borrower Obligations, the Borrower hereby grants assigns and pledges to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the following: the Purchased Mortgage Loans, REO Subsidiary Interests, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and the Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Collection Account, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements (which interest in the Interest Rate Protection Agreements shall be pro rata and subject to rights of other parties holding security interests therein), accounts (including any interest of the Borrower’s rightSeller in escrow accounts) and any other contract rights, instruments, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and interest inCertification, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) ). In the Pledged Timeshare Loansevent any Purchased Asset becomes an REO Property, together with all Collections the Sellers shall promptly repurchase such Purchased Asset, and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect simultaneously convey a Buyer Deed, to the Pledged Timeshare Loans; (iii) Buyer in accordance with the Account Collateral; (iv) all Hedge Collateral; (v) provisions below if such REO Property will be subject to a Transaction under this Agreement. The Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect the Sale and Contribution AgreementBuyer’s security interest created hereby. Furthermore, the Servicing Agreement, Sellers hereby authorize the Custody Agreement and any other Facility Document Buyer to which the Borrower is a party and all remedies thereunder and the assignment file financing statements relating to the Administrative Agent of all UCC financing statements filed by Repurchase Assets, as the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claimsBuyer, demandsat its option, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) may deem appropriate. The Borrower hereby authorizes Sellers shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Section.

Security Interest. (a) As Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, to secure the Agent and the Buyers in the event any such Transactions are deemed to be loans, each Seller hereby pledges to the Agent for the benefit of Buyers as security for the performance by the Borrower of all the terms, covenants and agreements on the part Sellers of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower and hereby grants presently grants, assigns and pledges to the Administrative Agent, Agent for the benefit of the Secured PartiesBuyers, a fully perfected first priority security interest in the Purchased Assets, the related records and all servicing rights related to the Purchased Assets, the Repurchase Documents relating to the Purchased Assets, any Property relating to any Purchased Asset or to its related Mortgaged Property, any Approved Investor Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset, the Collection Account, the Settlement Account, the Operating Account and any other contract rights, deposit accounts (excluding any Interest Rate Protection Agreements but including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges), payment intangibles and other general intangibles to the extent that the foregoing relate to any Purchased Asset; and any other assets relating (i) to the Purchased Assets (including any other accounts) or any interest in the Purchased Assets, (ii) to the servicing of the Borrower’s rightPurchased Assets, (iii) to Sellers’ interest under the related Servicing Agreement, (iv) to all collateral for any of the Purchased Assets and (v) to distributions in respect of the Purchased Assets; and any other proceeds, property, rights, title and interest inor interests with respect to any of the foregoing, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing). (b) Section 9(a) is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Repurchase Agreement and transactions hereunder as defined under Section 101(47)(v) of the Bankruptcy Code. (c) The Borrower Sellers hereby authorizes authorize the Agent to file such financing statement or statements relating to the Repurchase Assets as the Agent, at its option, may deem appropriate. The Sellers shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 29.

Security Interest. (a) As Mortgagor grants and assigns to Mortgagee a security for the interest to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured PartiesObligations, a security interest in all of the BorrowerMortgagor’s right, title and interest in, in and to and under all of the following, whether following described personal property in which Mortgagor now owned or at any time hereafter acquired, now existing or hereafter created, and wherever located has any interest (collectively, the “Collateral”): (i) the Pledged Timeshare Loans): All goods, together with all Collections building and all monies due (including any payments made under any guarantee other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or similar credit enhancement with respect are to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreementbe incorporated into, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or used in connection with or appropriated for use on the Sale Property; all rents, issues, deposits and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all profits of the foregoing Property (to the extent, if any, they are not subject to the Absolute Assignment of Rents and Leases); all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceedsinventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, notescontract rights, draftsgeneral intangibles, acceptancessoftware, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paperpromissory notes, goods, moneysdrafts, letters of credit, letter of credit rights, certificates supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of depositmoney, deposit accounts trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other property rights granted by, given by or MORTGAGE (SOUTH CAROLINA) ▇▇▇▇▇ Fargo/▇▇▇▇ Properties/Cracker Barrel Loan ▇▇. ▇▇-▇▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇. ▇▇▇ obtained from, any governmental entity with respect to the ownership and interests in property use of the BorrowerProperty; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Property; all advance payments of insurance premiums made by Mortgagor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Mortgagee, whether tangible or intangiblenot disbursed; and (viii) all income funds deposited with Mortgagee pursuant to any Loan Document, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements all books, records and amendments thereto and assignments thereof, describing files relating to any of the collateral covered thereby as “foregoing. As to all of debtor’s the above-described personal property which is or assetswhich hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the South Carolina Uniform Commercial Code, as amended or words recodified from time to that effecttime (the “UCC”). For purposes of the foregoing (i) Mortgagor is the “debtor” and its address is as set forth on page 1 of this Mortgage, notwithstanding that such wording may be broader in scope than (ii) the collateral described in Mortgagee is the “secured party” and its address is as set forth on page 1 of this Section 2Mortgage and (iii) the name of the record owner of the Property is Mortgagor.

Security Interest. (a) As security To secure the payment, observance and performance of the Secured Obligations, each Borrower hereby mortgages, pledges and assigns all of the Collateral to the Administrative Agent, for the performance by benefit of itself as Administrative Agent and the Borrower of all the terms, covenants Lenders and agreements on the part Affiliates of the Borrower to be performed under this Agreement or any other Facility DocumentLenders, including the payment when due of all Borrower Obligations, the Borrower hereby and grants to the Administrative Agent, for the benefit of itself as Administrative Agent and the Lenders and Affiliates of the Lenders, a continuing security interest in, and a continuing Lien upon, all of the Collateral. (b) As additional security for all of the Secured PartiesObligations, each Borrower grants to the Administrative Agent, for the benefit of itself as Administrative Agent and the Lenders and Affiliates of the Lenders, a security interest in in, and assigns to the Administrative Agent, for the benefit of itself as Administrative Agent and the Lenders and Affiliates of the Lenders, all of the such Borrower’s 's right, title and interest inin and to, any deposits or other sums at any time credited by or due from each Lender and each Affiliate of a Lender to such Borrower, or credited by or due from any participant of any Lender to the Borrower, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. Each Borrower hereby authorizes each Lender and under each Affiliate of such Lender and each participant to pay or deliver to the followingAdministrative Agent, for the account of the Lenders, without any necessity on the Administrative Agent's or any Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the continuation of any Event of Default of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether now owned any demand has been made or hereafter acquired, now existing or hereafter createdwhether such Secured Obligation is mature, and wherever located (collectivelythe rights given the Administrative Agent, the “Collateral”): (i) Lenders, their Affiliates and participants hereunder are cumulative with such Person's other rights and remedies, including other rights of set-off. The Administrative Agent will promptly notify a Borrower of its receipt of any such funds for application to the Pledged Timeshare LoansSecured Obligations, together with all Collections but failure to do so will not affect the validity or enforceability thereof. The Administrative Agent may give notice of the above grant of a security interest in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof upon the occurrence and during the continuance of an Event of Default, and each Borrower hereby irrevocably appoints the Administrative Agent as its attorney to collect any and all monies due (including any payments made under any guarantee such deposits or similar credit enhancement with respect other sums to the extent any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment not made to the Administrative Agent of all UCC financing statements filed or any Lender by the Borrower against Seller under such Lender, Affiliate or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2participant.

Security Interest. (a) As This Agreement shall constitute a security for the performance by the Borrower of all the termsagreement under applicable Law and, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligationsin furtherance thereof, the Borrower Company shall be deemed to have granted, and does hereby grants grant, to the Administrative Agent, Participant a first priority security interest in the following for the benefit of the Secured PartiesParticipant and its assignees as security for the Company’s obligations under this Agreement, a security interest in all of including its obligation to pay the BorrowerParticipant’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): Share hereunder: (i) the Pledged Timeshare Loans, together with including all Collections and all monies due future advances (including any payments Authorized Funding Draws) made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; thereto; (ii) the Related Security with respect to the Pledged Timeshare Loans; Loan Documents; (iii) all amounts payable to the Account Collateral; Company under the Loan Documents and all obligations owed to the Company in connection with the Loans and the Loan Documents; (iv) all Hedge Collateral (including Acquired Collateral; , whether held by the Company directly or indirectly through an Ownership Entity) relating to the Loans; (v) the Sale and Contribution Agreementall claims, the Servicing Agreementsuits, the Custody Agreement causes of action and any other Facility Document to which right of the Borrower is Company, whether known or unknown, against a party and all remedies thereunder and the assignment to the Administrative Agent Borrower, any Guarantor or other obligor or any of all UCC financing statements filed by the Borrower against Seller their respective Affiliates, agents, representatives, contractors, advisors or any other Person arising under or in connection with the Sale Loans or the Loan Documents or that is in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and Contribution Agreement; all other claims at law or in equity arising under or in connection with the Loan Documents or the transactions related thereto or contemplated thereby; (vi) all present cash, securities and future claimsother property received or applied by or for the account of the Company under the Loans, demandsincluding all distributions received through redemption, causes consummation of action a plan of reorganization, restructuring, liquidation or otherwise of a Borrower, Guarantor or other obligor under or with respect to the Loans, and choses any securities, interest, dividends or other property that may be distributed or collected with respect to any of the foregoing; (vii) the Collection Account, the LIP Account, the Liquidity Reserve Account and the Litigation Reserve Account, and all amounts on deposit therein; (viii) all Ownership Entities; and (ix) any and all distributions on, or proceeds or products of or with respect to, any of the foregoing, and the rights to receive such proceeds thereof (collectively, the “Secured Assets”). All of the Notes and other Custodial Documents shall be held by the Document Custodian as set forth in action Section 8.01(c) (except and to the extent the same are permitted to be removed from the Document Custodian’s possession as provided in the Custodial Agreement). The Participant shall retain possession of the Notes and other Custodial Documents with respect to the Loans until such time as the Company retains the Document Custodian pursuant to the provisions of Section 8.01(c) and, at such time, the Company shall cause the Document Custodian to take possession of the Notes and other Custodial Documents with respect to the Loans on behalf of the Participant and the Company. The Company hereby authorizes the filing by the Participant of such financing statements in such jurisdictions as the Participant deems appropriate (in its sole and absolute discretion) with respect to the Loans, the Loan Documents and the Loan Proceeds. The Company shall deliver to the Participant (i) for each Loan, an allonge, endorsed in blank, and executed by the Company, and (ii) for each Loan that is not registered on the MERS® System, an assignment, in blank, and executed by the Company. Such allonges and assignments shall be held by the Document Custodian with the Notes and other Custodial Documents. The Participant shall not use the allonge to effect the endorsement of a Note or the assignment to effect the assignment of a mortgage to the Participant unless the Participant is entitled to exercise its rights as a secured party in accordance with this Agreement upon the occurrence and during the continuance of an Event of Default. The Company shall also execute and deliver to the Participant, and cause the Servicer to execute and deliver to the Participant, the Electronic Tracking Agreement. The Company shall be designated as the “servicer” and the “investor” with respect to the Loans that are registered on the MERS® System, and the Servicer shall be designated as the “subservicer” with respect to such Loans. No other Person shall be identified on the MERS® System as having any interest in any of such Loans unless otherwise consented to by the Participant. The Company shall provide the Participant with such reports from MERS as the Participant, from time to time, may request, including to allow the Participant to verify the Persons identified on the MERS® System as having any interest in any of the Loans and to confirm that the Loans registered on the MERS® System continue to be so registered. Without limiting the foregoing, upon the request of the Participant, the Company shall request that MERS run a query with respect to any and all specified fields on the MERS® System with respect to any or all of the foregoing Loans registered on the MERS® System and all payments on or under of every kind provide the results to the Participant and, if requested by the Participant, shall request that MERS change the information in such fields, to the extent MERS will do so in accordance with its policies and nature whatsoever in respect of any or all of the foregoingprocedures and otherwise consistent with this Agreement, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2reflect its instructions.

Security Interest. (a) As a general and continuing security for the payment and performance of any and all Liabilities, present or future, direct or indirect, absolute or contingent, matured or not, at any time owing by the Borrower Grantor to the Lender or remaining unpaid by the Grantor to the Lender wheresoever and howsoever incurred and howsoever evidenced, whether arising from dealings between the Lender and the Grantor or from other dealings or proceedings by which the Grantor may be or become in any manner indebted, obligated or liable to the Lender, including, without limitation, under the Guarantee, and wherever incurred and in any currency and whether incurred by the Grantor alone or with another or others and whether as principal, guarantor or surety including expenses under Sections 3.5 and 3.12 of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any and all interest, commissions, cost of realization, legal and other Facility Documentcosts, including charges and expenses the payment when due of all Borrower ObligationsGrantor, IN CONSIDERATION OF THE LIABILITIES and for other good and valuable consideration, the Borrower receipt and sufficiency of which are hereby grants acknowledged, does hereby grant to the Administrative Agent, for the benefit of the Secured PartiesLender, a continuing security interest in all present and after-acquired personal property of the Borrower’s Grantor, including without limitation the following Collateral: (a) All Accounts, Deposit Accounts, Intangibles, Documents, Documents of Title, Instruments, Investment Property, Money, Chattel Paper and any other similar rights of the Grantor however created or evidenced, whether now existing or hereafter owned, acquired, created, used, or arising, specifically including, without limitation, claims, leases, agreements, license agreements, licensing fees, royalties, policies, insurance commissions, credit insurance, guaranties, letters of credit, advices of credit, binders or certificates of insurance, deposits, documents of title, securities, security interests, licenses, goodwill, tax refunds (federal, provincial or local), customer lists, franchises, franchise rights, drawings, designs, marketing rights, computer programs, artwork, databases and other like business property rights, all applications to acquire such rights, for which application may at any time be made by the Grantor, together with any and all books and records pertaining thereto and any right, title or interest in any Inventory which gave rise to an Account, and interest inall Intellectual Property throughout the world; (b) All Inventory, whether now existing or hereafter acquired and wherever located, specifically including, without limitation, all merchandise, personal property, raw materials, work in process, finished Goods, materials and supplies of every nature usable or useful in connection with the manufacturing, packing, shipping, advertising, selling, leasing or furnishing of any of such Inventory and all materials of the Grantor used or consumed or to be used or consumed in the Grantor's business, together with any and under all books and records pertaining thereto; (c) All Equipment, Fixtures, Goods and all other tangible personal property of the followingGrantor of every kind or nature which are not inventory or consumer goods as defined in the PPSA, whether now owned or hereafter acquired, now existing or hereafter createdwherever located, specifically including, without limitation, all machinery, trucks, boats, barges, on and wherever located off the road vehicles, forklifts, tools, dies, jigs, presses, appliances, implements, improvements, accessories, attachments, parts, components, partitions, systems, carpeting, draperies and apparatus; (collectivelyd) All products and Proceeds of each of the foregoing, the “Collateral”): specifically including, without limitation, (i) the Pledged Timeshare Loans, together with all Collections any and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment Proceeds of any of insurance, indemnity, warranty or Guarantee payable to the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; Grantor from time to time, (ii) the Related Security with respect any and all payments of any form whatsoever made or due and payable to the Pledged Timeshare Loans; Grantor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the foregoing by any governmental authority or any Person acting under color of governmental authority, (iii) to the Account extent of the value of Collateral; , claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the Collateral, and (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment other amounts from time to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller time paid or payable under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of whether or not in lieu thereof; (e) All renewals, extensions, replacements, modifications, additions, improvements, accretions, accessions, betterments, substitutions, replacements, annexations, tools, accessories, parts and the conversion thereoflike now in, voluntary attached to or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which may hereafter at any time constitute all be placed in or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borroweradded to any Collateral, whether tangible or intangiblenot of like kind; and (viiif) all income All rights, remedies, claims and proceeds demands under or in connection with each of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As security for the payment and performance by the Borrower of all Obligations (including without limitation the termsLoans, covenants other advances and agreements Letters of Credit), the Agent, as agent for and on the part behalf of the Borrower to be performed under this Agreement or any other Facility DocumentLenders, including shall have and each of the payment when due of all Borrower Obligations, the Borrower Borrowers hereby grants to the Administrative Agent, as agent for the benefit and on behalf of the Secured PartiesLenders, a continuing security interest in all personal property and fixtures of the Borrower’s rightBorrowers of every kind and description, title and interest intangible or intangible, to and under the followingwhether now or hereafter existing, whether now owned or hereafter acquired, now existing or hereafter createdand wherever located, including, but not limited to the following: all Inventory of the Borrowers; all furniture, fixtures and similar property of the Borrowers; all Machinery and Equipment of the Borrowers; all accounts of the Borrowers; all contract rights of the Borrowers; all other rights of the Borrowers to the payment of money, including without limitation amounts due from Affiliates, tax refunds, and wherever located (collectivelyinsurance proceeds; all interest of the Borrowers in goods as to which an Account shall have arisen; all files, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due records (including any payments made under any guarantee without limitation computer programs, tapes and related electronic data processing software) and writings of the Borrowers or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of which any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect Borrowers has an interest in any way relating to the Pledged Timeshare Loans; (iii) foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash or other property owned by any of the Account Collateral; (iv) all Hedge Collateral; (v) Borrowers or in which any of the Sale and Contribution Agreement, Borrowers has an interest which are now or may hereafter be in the Servicing Agreement, possession of the Custody Agreement and Agent or any other Facility Document of the Lenders or as to which the Borrower is a party and Agent or any of the Lenders may now or hereafter control possession by documents of title or otherwise; all remedies thereunder and the assignment to the Administrative Agent general intangibles of all UCC financing statements filed by the Borrower against Seller under or in connection with (including without limitation all patents, trademarks, trade names, service marks, copyrights and applications for any of the Sale foregoing; all rights to use patents, trademarks, trade names, service marks and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect copyrights of any or all Person; and any rights of the foregoing Borrowers to retrieval from third parties of electronically processed and all payments on recorded information pertaining to any of the types of collateral referred to in this Section 6.1); any other property of the Borrowers, real or under personal, tangible or intangible, in which the Agent or any of every kind the Lenders now has or hereafter acquires a security interest or which is now or may hereafter be in the possession of the Agent or any of the Lenders; any sums at any time credited by or due from the Agent or any of the Lenders to any of the Borrowers, including deposits; and nature whatsoever in respect proceeds and products of any or and accessions to all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As security for the payment and performance by of any and all of the Borrower Obligations and the performance of all other obligations and covenants of Borrower hereunder and under the termsother Loan Documents, covenants and agreements on the part of the certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to be performed under this Agreement or any other Facility DocumentBank, including the payment when due of all Borrower Obligations, the Borrower and Guarantor hereby grants pledge to the Administrative Agent, for the benefit of the Secured Parties, Bank and gives Bank a continuing security interest in and general Lien upon and right of set-off against, all of the Borrower’s right, title and interest in, of Borrower or Guarantor in and to and under the followingCollateral, whether now owned or hereafter acquired, now existing acquired by Borrower or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoingGuarantor. (b) The Borrower hereby authorizes Except as herein or by applicable law otherwise expressly provided, Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the filing of financing statementsCollateral or to preserve any rights therein against prior parties, and continuation statements Borrower agrees to take such steps. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and amendments thereto preservation of the Collateral or rights therein as Borrower may have reasonably requested Bank to take and assignments thereofBank’s omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Bank’s options, describing powers or rights under this Agreement or otherwise arising. (c) Following an Event of Default, Bank may at any time and from time to time, with or without notice to Borrower, (i) transfer into the collateral covered thereby as “all name of debtorBank or the name of Bank’s personal property nominee any of the Collateral, (ii) notify any Account Debtor or assets” other obligor of any Collateral to make payment thereon direct to Bank of any amounts due or words to that effect, notwithstanding that such wording may be broader in scope than become due thereon and (iii) receive and direct the collateral described in this Section 2disposition of any proceeds of any Collateral.

Security Interest. (a) As security Borrower, for the performance by the Borrower of all the termsvaluable consideration, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Documentreceipt whereof is hereby acknowledged, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Bank a continuing security interest in all and to, and assigns to Bank, the following property of the Borrower’s right, title wherever located and interest in, to and under the following, whether now owned or hereafter acquired: (a) All Inventory, including all goods, merchandise, raw materials, goods and work in process, finished goods, and other tangible personal property now existing owned or hereafter created, acquired and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made held for sale or lease or furnished or to be furnished under any guarantee contracts of service or similar credit enhancement with respect to any such Timeshare Loans) to become due used or received by any Person consumed in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare LoansBorrower’s business; (iib) the Related Security with respect All Accounts, contracts, contract rights, notes, bills, drafts, acceptances, General Intangibles (including without limitation registered and unregistered tradenames, copyrights, customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party Accounts and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under tax refunds of every kind and nature whatsoever to which Borrower is now or hereafter may become entitled to, no matter how arising), Instruments, Documents, Chattel Paper (whether tangible or electronic), Deposit Accounts, Letter or Credit Rights (whether or not the Letter of Credit is evidenced by a writing), securities, Security Entitlements, Security Accounts, Investment Property, Supporting Obligations, choses in respect action, Commercial Tort Claims and all other debts, obligations and liabilities in whatever form, owing to Borrower from any Person, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and securities therefor, all right, title and interest of any Borrower in the merchandise or all of the foregoingservices which gave rise thereto, including all proceeds the rights of the conversion thereof, voluntary or involuntary, into cash or other liquid propertyreclamation and stoppage in transit, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment replevy goods, and all rights of any and every kind and other forms an unpaid seller of obligations and receivables, instruments and other property which at any time constitute merchandise or services (all or part of or are included in hereinafter called the proceeds of the foregoing“Receivables”); (viic) All machinery, Equipment, Fixtures and other Goods whether now owned or hereafter acquired by the Borrower and wherever located, all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts replacements and substitutions therefor or accessions thereto and all other property and interests in property of proceeds thereof (all hereinafter, collectively, called the Borrower, whether tangible or intangible“Equipment”); and (viiid) All proceeds and products of all income and of the foregoing in any form, including, without limitation, all proceeds of credit, fire or other insurance, and also including, without limitation, rents and profits resulting from the foregoingtemporary use of any of the foregoing (which, with Inventory, Receivables and Equipment are all hereinafter called “Collateral”). (be) Notwithstanding anything contained herein to the contrary, Bank shall not perfect its security interest in the Collateral except as provided herein. Upon the execution of this Agreement, however, the Bank shall hold a Uniform Commercial Code Financing Statement for each Borrower naming such Borrower as a debtor and the Bank as a secured party (together, the "Financing Statements") and a Patent Security Agreement in escrow. Upon the occurrence of an Event of Default(s) hereunder based upon the Borrower's failure to adhere to any of the financial covenants contained and calculated in accordance with Section 13 hereof in any two (2) consecutive quarters (a “Security Trigger Event”), the Bank may file the Financing Statements in such jurisdictions deemed necessary by the Bank to perfect the Bank's security interest and the Bank may file the Patent Security Agreement with the United States Patent and Trademark Office ("USPTO") in the Collateral without any additional consent or authorization from the Borrower. For purposes of clarification the Bank's right to perfect its security interest in the Collateral is not predicated upon the occurrence of an Event of Default in the same financial covenant for two (2) consecutive quarters. The Borrower hereby authorizes the Bank's filing of financing statements, the Financing Statements and continuation statements the Patent Security Agreement shall in no event be deemed a waiver of any rights or remedies that the Bank has or may have against the Borrower at such time resulting from the occurrence of such Event(s) of Default and amendments thereto the Bank hereby reserves and assignments thereof, describing the collateral covered thereby as “preserves all of debtor’s personal property its rights and remedies against the Borrower under this Agreement, any related documents executed in connection with this Agreement and under applicable law. In the event that the Bank has filed Financing Statements, the Bank shall promptly file termination statements with respect to the filed Financing Statements and a release of the Patent Security Agreement upon the Borrower's achieving a Debt Service Coverage Ratio in excess of 2.0:1.0 and a ratio of Total Debt divided by Tangible Net Worth on a consolidated basis is less than 1.0:1.0 as evidenced by the financial statements furnished to the Bank in accordance with Section 11 hereof and provided no Event of Default has occurred and is continuing at that time. For purposes of this covenant, Debt Service Coverage Ratio means Adjusted EBITDA measured at quarter end based on the previous 12 months financial performance divided by Fixed Charges measured at the same quarter end. The Bank, however, may refile such Financing Statements and refile the Patent Security Agreement upon the occurrence of an Event(s) of Default based solely upon the financial covenants contained in Section 13 herein for two (2) consecutive fiscal quarters thereafter without any additional consent or assets” or words to that effectauthorization from the Borrower. Thereafter, notwithstanding that the Bank will refile such wording may be broader Financing Statements and/or Termination Statements all in scope than the collateral described in accordance with this Section 25(e). (f) Notwithstanding anything contained herein to the contrary, the Borrower shall furnish the Bank with Landlord's Consents and Waiver of Lien for each leased location of the Borrower and a Warehousemen's Letter for each location of the Borrower that any Inventory is stored upon the occurrence of an Event of Default hereunder based solely upon the breach of a financial covenant contained in Section 13 herein for any fiscal quarter of the Borrower. Such Landlord's Consents and Waiver of Lien and Warehousemen's Letters shall be delivered to the Bank in form and substance satisfactory to the Bank in its sole discretion within thirty (30) days of the earlier to occur of the Borrower's knowledge of such Event of Default or the Borrower's receipt of written notice by the Bank of such Event of Default. The Borrower's failure to use all reasonable efforts to comply with this Section 5(f) shall constitute an Event of Default hereunder.

Security Interest. (a) As security for To secure the performance by the Borrower of all the terms, covenants and agreements on the part prompt payment to Lender of the Indebtedness and any and all other Obligations now existing or hereafter arising owed by Borrower to be performed under this Agreement or any other Facility DocumentLender, including the payment when due of all Borrower Obligations, the Borrower hereby irrevocably grants to the Administrative Agent, for the benefit of the Secured Parties, Lender a first priority and continuing security interest in all and to the following property of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, acquired or arising and wherever wheresoever located and all proceeds of the foregoing (collectively, the “Collateral”): (ia) all right, title, and interest of Borrower in and to the Pledged Timeshare Loans, together with all Collections Receivables (including the Bridge Mortgage Loans and all monies due servicing rights related thereto) and the Mortgage Loan Documents, including, without limitation, such Bridge Mortgage Loans originated by Borrower pursuant to Section 7.1(k) hereof; (including any payments made under any guarantee b) all right, title, and interest of ▇▇▇▇▇▇▇▇ in and to investment proceeds received or similar credit enhancement payable to it on the principal portion of each Funded Reserve Loan withheld for payment of future construction advances with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Mortgage Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (ivc) all Hedge Collateral; right, title, and interest of Borrower in and to all other property whether now or hereafter owned, acquired or held by Borrower which secures (vor constitutes collateral for) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing Mortgage Loan Documents (including each Mortgage Note) and all payments on other instruments or under of every kind and nature whatsoever in respect of agreements which evidence any or all of the foregoingReceivables, including all proceeds of the conversion thereofright, voluntary or involuntary, into cash or other liquid property, title and interest in and to all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of financing statements perfecting such security interests in any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (viid) all right, title, and interest of ▇▇▇▇▇▇▇▇ in and to all financing statements perfecting the security interests of any of the foregoing; (e) all right, title, and interest of ▇▇▇▇▇▇▇▇ in and to all guaranties and other instruments by which any Person guarantees the payment or performance of the Receivables; (f) all right, title, and interest of Borrower in and to all insurance policies pertaining to or obtained by Account Debtor or Borrower in connection with, or arising out of, any Mortgage Loan Document or the Mortgaged Properties including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance, any income (whether principal, interest, dividends or other distributions) relating to any Receivables; (g) all right, title, and interest of ▇▇▇▇▇▇▇▇ in and to all commitments and other agreements to purchase any Receivables; (h) all right, title, and interest of ▇▇▇▇▇▇▇▇ in and to all collections on, and proceeds of or from (including Interest Proceeds and Principal Proceeds), any and all of the foregoing (hereafter collectively called “Collections”); (i) all files, surveys, certificates, correspondence, appraisals, computer programs, software, tapes, discs, cards, accounting records, and other records, information, and data of Borrower relating to the Receivables (including all information, data, programs, tapes, discs, and cards necessary to administer and service such Receivables); (j) all contract rights, accounts, rights to payment of money, and general intangibles, relating to such documents and contracts described in subparagraphs (a) through (h) above; (k) all now existing or hereafter arising rights to service, administer and/or collect Bridge Mortgage Loans and all rights to the payment intangiblesof money on account of such servicing, instrumentsadministration and/or collection activities; (l) monies, investment securities and property, documentsnow or hereafter held, chattel paperreceived by, goodsor entrusted to, moneys, letters in the possession or under the control of credit, letter Lender or a bailee of credit rights, certificates of deposit, deposit accounts Lender and all other investment property now or hereafter owned by ▇▇▇▇▇▇▇▇; (m) to the extent not listed above, all Accounts, Goods, General Intangibles, Instruments, Investment Property, and interests Supporting Obligations (in property each case, as such terms are defined in Article 9 of the UCC) of Borrower; (n) the Funding Account and the Cash Collateral Account; (o) all securities or Investment Property acquired with the proceeds of a Tranche C Loan; (p) accessions to, whether tangible substitutions for and all replacements, products and Proceeds of the foregoing, including proceeds of insurance policies (including but not limited to claims paid and premium refunds); (q) books and records (including customer lists, credit files, tapes, ledger cards, computer software and hardware, electronic data processing software, computer printouts, and other computer materials and records) of Borrower evidencing or intangiblecontaining information regarding any of the foregoing; and (viiir) all income cash and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statementscash equivalents, inventory, equipment, fixtures, patents, trade names, trademarks, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all copyrights of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Borrower.

Security Interest. On each Purchase Date, Seller hereby sells, assigns, and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets. Without prejudice to the intention of the parties that all Transactions hereunder be sales and purchases (aother than for accounting and tax purposes) As and not loans, Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in and to all of Seller’s right, title, and interest existing from time to time in the Borrower Purchased Assets, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, related to the termsPurchased Assets, covenants the Facility Documents (to the extent such Facility Documents and agreements Seller’s rights thereunder relate to the Purchased Assets), the Servicer Account, any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, FHA Mortgage Insurance Contracts, USDA Loan Guaranty Agreements and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements relating to any Purchased Asset, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between Seller on the part one hand and Buyer or Buyer’s Affiliates on the other, and all substitutions or replacements of any and all of the Borrower to be performed under this Agreement or foregoing and any proceeds (including the related securitization proceeds) and distributions and any other Facility Documentproperty, including rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the payment when due of foregoing, in all Borrower Obligationsinstances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Borrower hereby grants “Repurchase Assets”). Seller acknowledges that it has no rights to service the Purchased Asset but only has rights as a party to the Administrative Agentrelated Servicing Agreement (if any). Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the benefit avoidance of the Secured Partiesdoubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all of the Borrower’s right, title and interest in, to and under the followinginstances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee . The foregoing provision is intended to constitute a security agreement or similar other arrangement or other credit enhancement with respect related to any such Timeshare Loansthis Repurchase Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) to become due or received by any Person in payment of any and 741(7)(A)(xi) of the Pledged Timeshare Loans on Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect statements relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution AgreementRepurchase Assets as Buyer, the Servicing Agreementat its option, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against may deem appropriate. Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Borrower such Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased Assets, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and any Seller’s right thereunder relate to the Purchased Assets), any Property relating to the Purchased Assets, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, the Securities Account, Interest Rate Protection Agreements, Loan Security Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the Borrower’s rightforegoing and any other property, rights, title and interest inor interests as are specified on a Transaction Request and/or Trust Receipt, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”):). Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, each Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. b. The parties acknowledge and agree that the Mezzanine Loan Subsidiary Interests constitute “general intangibles” (as defined in Section 9-102(a)(42) of the Uniform Commercial Code); and each Seller therefore covenants and agrees that (a) the Mezzanine Loan Subsidiary Interests are not and will not be dealt in or traded on securities exchanges or securities markets, (b) the terms of the Mezzanine Loan Subsidiary Interests do not and will not provide that they are securities governed by the Uniform Commercial Code and (c) the Mezzanine Loan Subsidiary Interests are not and will not be investment company securities within the meaning of Section 8 103 of the Uniform Commercial Code. If any Seller shall, as a result of its interest in the Mezzanine Loan Subsidiary Interests, becomes entitled to receive or shall receive any certificate evidencing any limited liability company interest or other equity interest, any option rights, or any equity interest in Mezzanine Loan Subsidiary , whether in addition to, in substitution for, as a conversion of, or in exchange for the Mezzanine Loan Subsidiary Interests, or otherwise in respect thereof, such Seller shall accept the same as the Buyer’s agent, hold the same in trust for the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by such Seller to the Buyer, if required, together with an undated transfer power, if required, covering such certificate duly executed in blank, to be held by the Buyer subject to the terms hereof as additional security for the Obligations. Any sums paid upon or in respect of the Mezzanine Loan Subsidiary Interests upon the liquidation or dissolution of Mezzanine Loan Subsidiary shall be paid over to the Buyer as additional security for any outstanding Obligations. If following the occurrence and during the continuation of an Event of Default any sums of money or property so paid or distributed in respect of the Mezzanine Loan Subsidiary Interests shall be received by Sellers, Sellers shall, until such money or property is paid or delivered to the Buyer, hold such money or property in trust for the Buyer segregated from other funds of Sellers, as additional security for the Obligations. Unless an Event of Default shall have occurred and be continuing, Sellers shall be permitted to receive all cash dividends or other cash distributions paid in respect of the Mezzanine Loan Subsidiary Interests and to exercise all voting and member rights with respect to the Mezzanine Loan Subsidiary Interests; provided, however, that no vote shall be cast or member right exercised or other action taken which would impair the Mezzanine Loan Subsidiary Interests or which would be inconsistent with or result in a violation of any provision of this Repurchase Agreement. Without the prior consent of the Buyer, Sellers will not (i) vote to enable, or take any other action to permit Mezzanine Loan Subsidiary to issue any membership interests of any nature or to issue any other membership interests convertible into or granting the Pledged Timeshare Loansright to purchase or exchange for any membership interests of Mezzanine Loan Subsidiary, together or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with all Collections respect to, the Mezzanine Loan Subsidiary Interests or (iii) create, incur or permit to exist any Lien or option in favor of, or any claim of any Person with respect to, the Mezzanine Loan Subsidiary Interests, or any interest therein, except for the Lien provided for by this Repurchase Agreement, or (iv) enter into any agreement (other than the Limited Liability Company Agreement and this Repurchase Agreement) or undertaking restricting the right or ability of Sellers to sell, assign or transfer any of the Mezzanine Loan Subsidiary Interests. The Sellers agree to pay, and to save the Buyer harmless from, any and all monies due (including liabilities with respect to, or resulting from any payments made under delay in paying, any guarantee and all stamp, excise, sales or similar credit enhancement other taxes which may be payable or determined to be payable with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates Mezzanine Loan Subsidiary Interests. c. The Buyer, Sellers and Mezzanine Loan Subsidiary each hereby agrees that in order to further secure each Seller’s Obligations hereunder, each Seller and Mezzanine Loan Subsidiary each hereby pledges to Buyer as security for the Pledged Timeshare performance by each Seller of its Obligations and hereby grants, assigns and pledges to Buyer a security interest in the Mezzanine Loans; , the Records related to such Mezzanine Loans, and all related servicing rights, the Program Agreements (iito the extent such Program Agreements and any Seller’s right thereunder relate to the Mezzanine Loans), any Property relating to the Mezzanine Loans, all insurance policies and insurance proceeds relating to any Mezzanine Loans or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and, Income, accounts (including any interest of Mezzanine Loans in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Related Security Mezzanine Loans (including, without limitation, any other accounts) or any interest in the Mezzanine Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including in all proceeds instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Mezzanine Loan Assets”). All Mezzanine Loan Assets shall be deemed to be part of the conversion thereofRepurchase Assets. Sellers agree to execute, voluntary or involuntarydeliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower each Seller hereby authorizes the Buyer to file financing statements relating to the Mezzanine Loan Assets, as the Buyer, at its option, may deem appropriate. Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this paragraph. The foregoing paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(v) of financing statements, the Bankruptcy Code. d. The parties acknowledge and continuation statements agree that the Mezzanine Loan Subsidiary is acquiring the Mezzanine Loans subject to and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtorsubordinate to Buyer’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2security interest.

Security Interest. (ai) As On each Purchase Date, each Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Asset Schedule. In addition to the foregoing, each Seller hereby pledges to Buyer as security for the performance by Sellers of their Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Borrower Purchased Mortgage Loans, the REO Subsidiary Interests, the Records, and all Servicing Rights related to the Purchased Mortgage Loans and Underlying REO Property, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans, REO Subsidiary Interests and Underlying REO Property), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property or Underlying REO Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property or Underlying REO Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan and Underlying REO Property, the Collection Account, the Certificate Distribution Accounts, and all rights against and in respect of all PMC related to the termsUnderlying Repurchase Transactions, covenants and agreements any other contract rights, accounts (including any interest of any Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan, Underlying REO Property or REO Subsidiary Interest and any other assets relating to the Purchased Mortgage Loans or Underlying REO Property (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans and Underlying REO Property, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on the part a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the Borrower to be performed under this Agreement foregoing, in all instances, whether now owned or any other Facility Documenthereafter acquired, including the payment when due of all Borrower Obligationsnow existing or hereafter created (collectively, the Borrower hereby grants “Seller Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Administrative Agent, for the benefit Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Secured PartiesBankruptcy Code. (ii) Each of POP and PMC hereby grant, assign and pledge to Buyer a fully perfected first priority security interest in all of the BorrowerPOP’s and PMC’s right, title and interest in, to and under the followingUnderlying Repurchase Assets subject to an Underlying Repurchase Transaction, Purchased Items (as such term is defined in the Underlying Repurchase Agreement), the Records, and all Servicing Rights related to the Underlying Repurchase Assets, the Facility Documents (to the extent such Facility Documents and each of POP’s and PMC’s right thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Underlying Repurchase Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Underlying Repurchase Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of POP or PMC in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Repurchase Asset and any other assets relating to the Underlying Repurchase Assets (including, without limitation, any other accounts) or any interest in the Underlying Repurchase Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Underlying Transaction Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (iii) In order to further secure the Obligations hereunder, each REO Subsidiary hereby pledges to Buyer as security for the performance by such REO Subsidiary of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Subsidiary Owned Assets, the Records, and all Servicing Rights related to the Subsidiary Owned Assets, the Facility Documents (to the extent such Facility Documents and such REO Subsidiary’s right thereunder relate to the Subsidiary Owned Assets), any Property relating to any Subsidiary Owned Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Subsidiary Owned Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Subsidiary Owned Asset, the Collection Account, the Certificate Distribution Accounts, and any other contract rights, accounts (including any interest of any REO Subsidiary in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Subsidiary Owned Asset and any other assets relating to the Subsidiary Owned Assets (including, without limitation, any other accounts) or any interest in the Subsidiary Owned Assets, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Subsidiary Repurchase Assets”, together with the Seller Repurchase Assets and the Underlying Transaction Repurchase Assets, the “Repurchase Assets”) This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code, and is further intended to be a guaranty of the Obligations to the Buyer by such REO Subsidiary to the extent of its Subsidiary Owned Assets. POP acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans, the REO Subsidiary Interests and any other collateral purchased by POP in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. POP agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time any such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. (iv) Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans or Underlying REO Property except as expressly set forth herein. Without limiting the generality of the foregoing and in the event that a Seller Party is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller Party grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee . This paragraph is intended to constitute a security agreement or similar other arrangement or other credit enhancement with respect related to any such Timeshare Loansthe Agreement and transactions hereunder as defined under Section 101(47)(v) to become due or received by any Person in payment of any and 741(7)(xi) of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral;Bankruptcy Code. (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document Each Seller Party hereby authorizes Buyer to which the Borrower is a party and all remedies thereunder and the assignment file such financing statement or statements relating to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claimsRepurchase Assets as Buyer, demandsat its option, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes may deem appropriate. Sellers shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for the payment and performance by of any and all of the Borrower Indebtedness and the performance of all other obligations and covenants of Borrower hereunder and under the termsother Loan Documents, covenants and agreements on the part of the certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to be performed under this Agreement or any other Facility DocumentBank, including the payment when due of all Borrower Obligations, the Borrower hereby grants pledges to the Administrative Agent, for the benefit of the Secured Parties, Bank and gives Bank a continuing security interest in and general Lien upon and right of set-off against, all of the Borrower’s right, title and interest in, of Borrower in and to and under the followingCollateral, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received acquired by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing. (b) The Borrower hereby authorizes Except as herein or by applicable law otherwise expressly provided, Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the filing of financing statementsCollateral or to preserve any rights therein against prior parties, and continuation statements Borrower agrees to take such steps. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and amendments thereto preservation of the Collateral or rights therein whether Borrower may have reasonably requested Bank to take such actions or not; however, Bank's omission to take any action requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Bank's options, powers or rights under this Agreement or otherwise arising. (c) Following the occurrence of an Event of Default (after the expiration of Borrower's right to cure, if any), Bank may thereafter at any time and assignments thereoffrom time to time, describing with notice to Borrower, (i) transfer into the collateral covered thereby as “all name of debtor’s personal property Bank or assets” the name of Bank's nominee any of the Collateral, (ii) notify any Account Debtor or words other obligor of any Collateral to that effect, notwithstanding that such wording may be broader in scope than make payment thereon direct to Bank of any amounts due or to become due thereon and (iii) receive and after a Default direct the collateral described in this Section 2disposition of any proceeds of any Collateral.

Security Interest. (a) As a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by the Borrower Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a perfected security interest in all of the BorrowerSeller’s right, title and interest inin and to the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans (excluding any rights and interests in or under the followingUnderlying Repurchase Documents and the Underlying Repurchase Documents themselves), and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Agreement Repurchase Assets”). b. The Seller and Guarantors each acknowledge that Seller has the right to service the Purchased Mortgage Loans. For the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and wherever located perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, the Seller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. d. Seller acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Mortgage Loans and any other collateral purchased by Seller in an Underlying Repurchase Transaction and in which a security interest is granted to Buyer pursuant to this Section 8) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. Seller agrees that it will provide notice of any enforcement action or exercise of remedies it takes with respect to the Repurchase Assets at any time any such Repurchase Assets are owned by or pledged to Buyer under this Agreement. e. Buyer and Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby grants to Buyer a security interest in (i) Seller’s rights (but not its obligations) under the Primary Repurchase Documents including without limitation any rights to receive payments thereunder or any rights to collateral thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralPrimary Repurchase Rights”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) all collateral however defined or described under the Related Security with respect Primary Repurchase Documents to the Pledged Timeshare Loans; extent not otherwise included under the definitions of Primary Repurchase Rights (iii) such collateral, “Additional Repurchase Assets”; together with the Account Collateral; (iv) all Hedge Collateral; (v) Agreement Repurchase Assets, the Sale and Contribution “Repurchase Assets”). Seller hereby delivers an irrevocable instruction to the Buyer under the Primary Repurchase Documents that upon receipt of notice of an Event of Default under this Agreement, the Servicing Agreement, the Custody Agreement Buyer thereunder is authorized and instructed to remit to Buyer hereunder directly any other Facility Document amounts otherwise payable to which the Borrower is a party Seller and to deliver to Buyer all remedies thereunder and the assignment collateral otherwise deliverable to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all Seller. In furtherance of the foregoing, including all proceeds Seller hereby instructs, upon repayment of the conversion thereof, voluntary or involuntary, into cash outstanding purchase price under the Primary Repurchase Agreement and termination of all obligations of the Seller thereunder or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds termination of the foregoing; Primary Repurchase Documents following repayment of all obligations thereunder that the Buyer hereunder retain any collateral or repurchase assets (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording terms may be broader defined under the Primary Repurchase Documents) then in scope than its possession or control; provided that this instruction shall only be applicable following the collateral described in this Section 2occurrence and during the continuance of an Event of Default.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower Mortgagor hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Mortgagee a continuing security interest in all of the Borrower’s right, title and Property in which a security interest in, to and may be granted under the followingUniform Commercial Code as such is in effect in the Commonwealth of Massachusetts (“UCC”), whether now owned or hereafter acquiredincluding without limitation, now existing or hereafter created, and wherever located all of the following (collectively, the “Collateral”): (i) the Pledged Timeshare Loans): All Fixtures, together with all Collections Equipment, Personal Property, goods, building and all monies due (including any payments made under any guarantee other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or similar credit enhancement with respect are to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreementbe incorporated into, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or used in connection with or appropriated for use on the Sale Property; all rents, issues, deposits and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all profits of the foregoing Property (to the extent, if any, they are not subject to the Absolute Assignment of Rents and Leases); all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceedsinventory, accounts, cash receipts, deposit accounts, impounds, accounts receivable, notescontract rights, draftsgeneral intangibles, acceptancessoftware, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paperpromissory notes, goods, moneysdrafts, letters of credit, letter of credit rights, certificates supporting obligations, insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of depositmoney, deposit accounts trade names, trademarks and service marks arising from or related to the Property or any business now or hereafter conducted thereon by Mortgagor; all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Property; all deposits or other security now or hereafter made with or given to utility companies by Mortgagor with respect to the Property; all advance payments of insurance premiums made by Mortgagor with respect to the Property; all plans, drawings and specifications relating to the Property; all loan funds held by Mortgagee, whether or not disbursed; all funds deposited with Mortgagee pursuant to any Loan Document, including, all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Property or any portion thereof, including, without limitation, all “Impounds” as defined herein; and all other rights of Mortgagor under the Ground Lease and as lessees under all personal property and interests in property of leases with respect to the Borrower, whether tangible or intangibleProperty; and (viii) together with all income replacements and proceeds of, and additions and accessions to, any of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements all books, records and amendments thereto and assignments thereof, describing files relating to any of the collateral covered thereby as “foregoing. As to all of debtor’s the above-described personal property which is or assetswhich hereafter becomes a “fixture” under applicable law, this Mortgage constitutes a fixture filing under the UCC, as amended or words recodified from time to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2time (“UCC”).

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (a) As other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Borrower Purchased Assets; the Records related to the Purchased Assets; the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets); any Property relating to any Purchased Asset or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Assets; any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; any Servicing Rights relating to any Purchased Asset; all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset; the Custodial Account; the Margin Account, the Inbound Account; the Operating Account; any Hedge Agreements relating to any Purchased Asset; and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset; and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; accounts relating to any Purchased Asset; chattel paper (including electronic chattel paper) relating to any Purchased Asset; goods (including inventory and equipment and any accessions thereto) relating to any Purchased Asset; instruments (including promissory notes) relating to any Purchased Asset; documents relating to any Purchased Asset; investment property relating to any Purchased Asset; general intangibles (including payment intangibles and software) together with all accessions and additions thereto relating to any Purchased Asset; substitutions and replacements therefor relating to any Purchased Asset; and all products and proceeds, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located relating to any Purchased Asset (collectively, the terms, covenants “Repurchase Assets”). Seller acknowledges that it has sold the Purchased Assets to Buyer on a servicing released basis and agreements on it has no rights to service the part Purchased Assets. Without limiting the generality of the Borrower foregoing and in the event that Seller is deemed to be performed under this Agreement or retain any other Facility Documentresidual Servicing Rights, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, and for the benefit avoidance of the Secured Partiesdoubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all of the Borrower’s right, title and interest in, to and under the followinginstances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee . The foregoing provision is intended to constitute a security agreement or similar other arrangement or other credit enhancement with respect related to any such Timeshare Loansthe Agreement and Transactions hereunder as defined under Sections 101(47)(v) to become due or received by any Person in payment of any and 741(7)(xi) of the Pledged Timeshare Loans on Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect statements relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale Repurchase Assets and Contribution Agreement, the Servicing Rights as Buyer, at its option, may deem appropriate. Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched pursuant to this Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Borrower Sellers of all the termstheir Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and such Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guarantee Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Borrower’s rightPurchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and interest inCertification, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “Collateral”): (i) "Repurchase Assets"). Sellers agree to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect Sellers hereby authorize the Buyer to any such Timeshare Loans) file financing statements relating to become due or received by any Person in payment of any the Repurchase Assets without the signature of the Pledged Timeshare Loans on or after Sellers, as the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution AgreementBuyer, the Servicing Agreementat its option, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) may deem appropriate. The Borrower hereby authorizes Sellers shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Section.

Security Interest. (a) As Although the parties intend that all Transactions hereunder be sales and purchases and not financings, in the event any such Transactions are deemed to be financings, each Seller hereby pledges to Buyer as security for the performance by the Borrower Sellers of all the termstheir Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and such Seller's right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts or VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of such Seller in escrow accounts) and any other contract rights, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Borrower’s rightPurchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Request for Certification and/or Trust Receipt and interest inCertification, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “Collateral”): (i) "Repurchase Assets"); provided, however, as to any Purchased Mortgage Loan the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement security interest shall automatically terminate upon payment in full to Buyer of the Repurchase Price with respect thereto. Sellers agree to any execute, deliver and/or file such Timeshare Loans) documents and perform such acts as may be reasonably necessary to become due or received by any Person in payment of any of fully perfect Buyer's security interest created hereby. Furthermore, the Pledged Timeshare Loans on or after Sellers hereby authorize the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect Buyer to file financing statements relating to the Pledged Timeshare Loans; (iii) Repurchase Assets, as the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution AgreementBuyer, the Servicing Agreementat its option, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) may deem appropriate. The Borrower hereby authorizes Sellers shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Section.

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (a) As other than as set forth in Section 20 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in: (i) the Borrower Purchased Assets; (ii) the Records related to the Purchased Assets; (iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets); (iv) any Property relating to any Purchased Asset or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Assets; (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; (vii) any Servicing Rights relating to any Purchased Asset; (viii) all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; (ix) any Income relating to any Purchased Asset; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset; (xiv) any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; (xv) accounts, chattel paper (including electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles and software) in each case related to the Purchased Assets; and (xvi) together with all the termsaccessions and additions thereto, covenants substitutions and agreements on the part replacements therefor, and all products and proceeds of the Borrower to be performed under this Agreement or any other Facility Documentforegoing, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, to and under the followinginstances, whether now owned or hereafter acquired, now existing or hereafter created, created and wherever located (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2).

Security Interest. (a) As Grantor hereby grants and assigns to Bank a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and following described personal property in which Grantor now or at any time hereafter has any interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): ): All goods, building and other materials, supplies, inventory, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property and embedded software included therein and supporting information, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on (i) the Pledged Timeshare Loans, land described in Exhibit “A” attached to the Security Deed or (ii) any existing or future improvements on the real property (which real property and improvements are collectively referred to herein as the “Subject Property”); together with all Collections rents and security deposits derived from the Subject Property; all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreementinventory, the Servicing Agreementaccounts, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claimscash receipts, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, deposit accounts, accounts receivable, notescontract rights, draftslicenses, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accountsagreements, general intangibles, payment intangibles, software, chattel paper (whether electronic or tangible), instruments, investment property, documents, chattel paperpromissory notes, goods, moneysdrafts, letters of credit, letter of credit rights, certificates supporting obligations, insurance policies, insurance and condemnation awards and proceeds, proceeds of depositthe sale of promissory notes, deposit accounts any other rights to the payment of money, trade names, trademarks and service marks arising from or related to the ownership, management, leasing, operation, sale or disposition of the Subject Property or any business now or hereafter conducted thereon by Grantor; all development rights and credits, and any and all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all water and water rights, ▇▇▇▇▇ and well rights, canals and canal rights, ditches and ditch rights, springs and spring rights, and reservoirs and reservoir rights appurtenant to or associated with the Subject Property, whether decreed or undecreed, tributary, non-tributary or not non-tributary, surface or underground or appropriated or unappropriated, and all shares of stock in water, ditch, lateral and canal companies, well permits and all other property evidences of any of such rights; all deposits or other security now or hereafter made with or given to utility companies by Grantor with respect to the Subject Property; all advance payments of insurance premiums made by Grantor with respect to the Subject Property; all plans, drawings and interests in property of specifications relating to the BorrowerSubject Property; all loan funds held by Bank relating to the Subject Property, whether tangible or intangiblenot disbursed; and (viii) all income funds deposited with Bank pursuant to any loan agreement relating to the Subject Property; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing (b) The Borrower hereby authorizes ; together with all books, records and files relating to any of the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2foregoing.

Security Interest. (a) As security for To secure the payment, observance and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Secured Obligations, the Borrower hereby grants confirms the mortgages, pledges and assignment pursuant to the Administrative Existing Credit Agreement and the related Security Agreement dated as of March 15, 1996, as amended, between the Borrower and NationsBank, N.A., as the agent for the Lenders under the Existing Credit Agreement and re-mortgages, re-pledges, and re-assigns all of the Collateral to the Agent, for the benefit of itself as Agent and the Lenders, and confirms the grant to the Agent, for the benefit of itself as Agent and the Lenders pursuant to the Existing Credit Agreement and said related Security Agreement and re-grants to the Agent, for the benefit of itself as Agent and the Lenders, a continuing security interest in, and a continuing Lien upon, all of the Collateral. (b) As additional security for all of the Secured PartiesObligations, the Borrower grants to the Agent, for the benefit of itself as Agent and the Lenders, a security interest in in, and assigns to the Agent, for the benefit of itself as Agent and the Lenders, all of the Borrower’s 's right, title and interest inin and to, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash deposits or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which sums at any time constitute all credited by or part due from each Lender and each Affiliate of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of a Lender to the Borrower, whether tangible or intangible; and (viii) all income and proceeds credited by or due from any participant of any Lender to the foregoing (b) Borrower, with the same rights therein as if the deposits or other sums were credited by or due from such Lender. The Borrower hereby authorizes each Lender and each Affiliate of such Lender and each participant to pay or deliver to the filing Agent, for the account of financing statementsthe Lenders, without any necessity on the Agent's or any Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time during the continuation of any Event of Default or in the event that the Agent, on behalf of the Lenders, should make demand for payment hereunder and without further notice to the Borrower (such notice being expressly waived), any of the aforesaid deposits (general or special, time or demand, provisional or final) or other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and continuation statements the rights given the Agent, the Lenders, their Affiliates and amendments thereto participants hereunder are cumulative with such Person's other rights and assignments remedies, including other rights of set-off. The Agent will promptly notify the Borrower of its receipt of any such funds for application to the Secured Obligations, but failure to do so will not affect the validity or enforceability thereof. The Agent may give notice of the above grant of a security interest in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Lender, any such Affiliate of any Lender or participant for effectuation thereof, describing and the collateral covered thereby Borrower hereby irrevocably appoints the Agent as “its attorney to collect any and all of debtor’s personal property such deposits or assets” other sums to the extent any such payment is not made to the Agent or words to that effectany Lender by such Lender, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Affiliate or participant.

Security Interest. (ai) As On each Purchase Date, each Seller hereby sells, assigns and conveys to Buyer all right, title and interest, including, with respect to the Servicing Released Mortgage Loans, all of each Seller’s Servicing Rights, and with respect to the Servicing Retained Mortgage Loans, all of each Seller’s Servicing Rights both before and after each Seller exercises its right to purchase Servicing Rights pursuant to each MSR Purchase Agreement, in the Purchased Assets listed on the related Asset Schedule to the extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller, to the extent of its rights therein, hereby pledges on the date hereof and on each Purchase Date, to Buyer as security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower Obligations and hereby grants, assigns and pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a first priority security interest in all of the Borrowereach Seller’s rightrights, title and interest inin the Purchased Assets, the Records related to the Purchased Assets, all Servicing Rights related to the Purchased Assets (to the extent of its rights therein), each Facility Document and each Mortgage Loan Purchase Agreement, any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, each Collection Account, each Servicer Custodial Account, each Holdback Account, each Collection Holdback Sub-Account, in each case, all amounts deposited therein from time to time, any Servicing Agreement, any Subservicing Agreement, and any other contract rights, including rights under the followingMortgage Loan Purchase Agreements, accounts (including any interest of either Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets and any proceeds and distributions and any other property, rights, title or interests as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created, . This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and wherever located (collectively, transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the “Collateral”): Bankruptcy Code. The assets set forth in this clause (i) are the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of “Repurchase Assets”. Without limiting the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all generality of the foregoing and in the event that Sellers are deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Buyer a security interest in the related Servicing Rights and proceeds related thereto and in all payments on instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under of every kind Sections 101(47)(A)(v) and nature whatsoever in respect of any or all 741(7)(A)(xi) of the foregoingBankruptcy Code. The Sellers hereby authorize Buyer to file such financing statement or statements relating to the Repurchase Assets as Buyer, including all proceeds of the conversion thereofat its option, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any may deem reasonable and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) appropriate. The Borrower hereby authorizes Sellers shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 29.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (aother than for accounting and tax purposes) As and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Borrower Sellers of all the termstheir Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility between the Sellers or their Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Mortgage Loan Schedule and Exception Report with respect to any of the Borrower’s rightforegoing, title and interest in, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) ). The Sellers hereby authorize the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee Buyer to file such financing statement or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect statements relating to the Pledged Timeshare Loans; (iii) Repurchase Assets as the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution AgreementBuyer, the Servicing Agreementat its option, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) may deem appropriate. The Borrower hereby authorizes Sellers shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for the payment and performance by of any and all of the Borrower Obligations and the performance of all other obligations and covenants of Borrower hereunder and under the termsother Loan Documents, covenants and agreements on the part of the certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to be performed under this Agreement or any other Facility DocumentLender, including the payment when due of all Borrower Obligations, the Borrower hereby grants pledges to the Administrative Agent, for the benefit of the Secured Parties, Lender and gives Lender a continuing security interest in and general Lien upon and right of set-off against, all of the Borrower’s right, title and interest in, of Borrower in and to and under the followingCollateral, whether now owned or hereafter acquired, now existing or hereafter created, acquired by Borrower and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoinglocated. (b) The Borrower hereby authorizes Except as herein or by applicable law otherwise expressly provided, Lender shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the filing of financing statementsCollateral or to preserve any rights therein against prior parties, and continuation statements Borrower agrees to take such steps. In any case Lender shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and amendments thereto preservation of the Collateral or rights therein as Borrower may have reasonably requested Lender to take and assignments thereofLender's omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Lender of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Lender's options, describing powers or rights under this Agreement or otherwise arising. (c) Lender may at any time and from time to time, with or without notice to Borrower, (i) transfer into the collateral covered thereby as “all name of debtor’s personal property Lender or assets” the name of Lender's nominee any of the Collateral, (ii) notify any Account Debtor or words other obligor of any Collateral to that effect, notwithstanding that such wording may be broader in scope than make payment thereon direct to Lender of any amounts due or to become due thereon and (iii) receive and after a Default or Event of Default direct the collateral described in this Section 2disposition of any proceeds of any Collateral.

Security Interest. (a) As security for the payment and performance by of any and all of the Borrower Obligations and the performance of all other obligations and covenants of Borrower hereunder and under the termsother Loan Documents, covenants and agreements on the part of the certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to be performed under this Agreement or any other Facility DocumentBank, including the payment when due of all Borrower Obligations, the Borrower hereby pledges and grants to the Administrative Agent, for the benefit of the Secured Parties, Bank and gives Bank a continuing security interest in and general Lien upon and right of set-off against, all of the Borrower’s right, title and interest in, of Borrower in and to and under the followingCollateral, whether now owned or hereafter acquired, now existing or hereafter created, acquired by Borrower and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoinglocated. (b) The Borrower hereby authorizes Except as herein or by applicable law otherwise expressly provided, Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the filing of financing statementsCollateral or to preserve any rights therein against prior parties, and continuation statements Borrower agrees to take such steps. In any case, Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and amendments thereto preservation of the Collateral or rights therein as Borrower may have reasonably requested it to take and assignments thereofits omission to take any action not requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or Bank’s options, describing powers or rights under this Agreement or the collateral covered thereby as “all other Loan Documents or otherwise arising. (c) While a Default or Event of debtorDefault exists, Bank may, with or without notice to Borrower: (i) transfer into the name of Bank or the name of Bank’s personal property nominee any of the Collateral, (ii) notify any Account Debtor or assets” other obligor of any Collateral to make payment thereon direct to Bank of any amounts due or words to that effect, notwithstanding that such wording may be broader in scope than become due thereon and (iii) receive and direct the collateral described in this Section 2disposition of any proceeds of any Collateral.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (aother than for accounting and tax purposes) As and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Buyer as security for the performance by the Borrower Sellers of all the termstheir Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the Payment Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the BorrowerPurchased Mortgage Loans, all collateral under any other secured debt facility (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between the Sellers or their Affiliates on the one hand and the Buyer or the Buyer’s rightAffiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of the Buyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and interest inMortgage Loan Schedule and Exception Report with respect to any of the foregoing, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) ), provided that no Default, Event of Default or Margin Deficit exists, the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement Buyer shall release its security interest in the Purchased Mortgage Loans upon payment in full to the Buyer of the Repurchase Price with respect thereto. The Sellers hereby authorize the Buyer to file such financing statement or statements relating to the Repurchase Assets without each Seller’s signature thereon as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any such Timeshare Loans) financing statement or statements prepared pursuant to become due or received this Section 8. Upon termination of this Repurchase Agreement and payment by any Person in payment of any the Seller of the Pledged Timeshare Repurchase Price for all Purchased Mortgage Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property amounts due hereunder to the Buyer and interests the performance of all obligations under the Repurchase Documents, the Buyer shall release its security interest in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2any remaining Repurchase Assets.

Security Interest. (a) As security for To secure the prompt payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Guaranteed Obligations, the Borrower Seller Guaranty and all other Seller Obligations, the Seller hereby grants to the Administrative Agent, for the benefit of the Purchasers and the other Secured Parties, a continuing security interest in and lien upon all property and assets of the Borrower’s right, title and interest in, to and under the followingSeller, whether now owned or hereafter acquiredowned, now existing or hereafter created, arising and wherever located located, including the following (collectively, the “Seller Collateral”): ): (i) the Pledged Timeshare Loansall Unsold Receivables, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the all Related Security with respect to the Pledged Timeshare Loans; such Unsold Receivables, (iii) the Account Collateral; all Collections with respect to such Unsold Receivables, (iv) each Lock-Box, each Collection Account, and all Hedge Collateral; amounts on deposit therein, and all certificates and instruments, if any, from time to time evidencing such Lock-Boxes and Collection Accounts and amounts on deposit therein, (v) all rights (but none of the Sale and Contribution Agreement, obligations) of the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Receivables Sale and Contribution Agreement; ; (vi) all present other personal and future claims, demands, causes of action and choses in action in respect of any fixture property or all assets of the foregoing and all payments on or under Seller of every kind and nature whatsoever in respect of any or all of the foregoingincluding, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid propertywithout limitation, all cash proceedsgoods (including inventory, equipment and any accessions thereto), instruments (including promissory notes), documents, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checkspaper (whether tangible or electronic), deposit accounts, securities accounts, securities entitlements, letter-of-credit rights, commercial tort claims, securities and all other investment property, supporting obligations, money, any other contract rights or rights to the payment of money, insurance claims and proceeds, condemnation awards, rights to and all general intangibles (including all payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included intangibles) (each as defined in the proceeds of the foregoing; UCC) and (vii) all accountsproceeds of, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borroweramounts received or receivable under any or all of, whether tangible or intangible; and (viii) all income and proceeds of the foregoing. (b) The Borrower Administrative Agent (for the benefit of the Secured Parties) shall have, with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (for the benefit of the Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Seller hereby authorizes the filing of Administrative Agent to file financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of the debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Agreement.

Security Interest. (a) As a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the Borrower of all Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the terms, covenants and agreements on the part extent backed by any of the Borrower Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to be performed the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take‑out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under this Agreement any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets, in each case, relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any other Facility Documentinterest in the Purchased Mortgage Loans, and any proceeds (including the payment when due related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all Borrower Obligationsinstances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Borrower hereby grants “Repurchase Assets”). b. The Seller acknowledges that it has no rights to service the Administrative AgentPurchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the benefit avoidance of the Secured Partiesdoubt, Seller grants, assigns and pledges to Administrative Agent a security interest in the Servicing Rights and proceeds related thereto and in all of the Borrower’s right, title and interest in, to and under the followinginstances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and wherever located (collectivelyperform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect Seller hereby authorizes Administrative Agent to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect file financing statements relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution AgreementRepurchase Assets, the Servicing Agreementas Administrative Agent, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against at its option, may deem appropriate. The Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for (i) Business’s obligation to pay the performance Total Payment Amount and (ii)Business’s obligation to pay all other obligations and liabilities owed to Lender by the Borrower of all the terms, covenants and agreements on the part of the Borrower Business from time to be performed time under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligationsdocument or agreement now or hereafter entered into between Lender and Business (collectively, the Borrower “Secured Obligations”), Business hereby grants grants, assigns and pledges to the Administrative Agent, for the benefit of the Secured Parties, Lender a continuing and unconditional lien on and security interest in all of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing acquired or hereafter created, arising and wherever located (collectively, the “Account Collateral”): ): (ia) the Pledged Timeshare LoansBusiness’s PayPal Account, together with all Collections any other PayPal account of the Business and all monies due balances in such PayPal accounts; (including any payments made b) all general intangibles (as that term is defined in Article 9 of the Uniform Commercial Code as in effect in the State of Utah), all payment intangibles, all rights to payment, and all other rights (whether arising under any guarantee common law, statutes, regulations, or similar credit enhancement otherwise), of the Business, in each case, arising with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreementto, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with with, the Sale and Contribution Agreement; Business’s PayPal Account and/or any other PayPal account of the Business (vic) all present money, cash equivalents, and future claimsother assets of the Business that now or hereafter come into the possession, demandscustody, causes or control of action the Lender or PayPal (or any of their respective agents or designees); and choses in action in respect of any or (d) all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included (as such term is defined in the proceeds of the foregoing; (viiapplicable UCC) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrowerproducts, whether tangible or intangible; and (viii) all income and proceeds , of any of the foregoing . In furtherance of the intentions of the parties hereto, this Agreement shall constitute written notice to all interested parties of L▇▇▇▇▇’s security interest in the Account Collateral. The Business acknowledges and agrees that so long as any of the Secured Obligations remain outstanding, the Business’s PayPal Account and any other PayPal account of the Business and any funds on deposit from time to time therein shall be under the sole dominion and control of Lender. Neither the Business nor any other person or entity, acting by, through or under the Business, shall have any control over the use of, or any right to withdraw any amount from such PayPal accounts without the consent of Lender, provided that Lender shall be deemed to have granted such consent until such time as the occurrence of a default under this Agreement. In addition, Lender shall have the exclusive rights (bi) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property to require that any bank or assets” or words to that effect, notwithstanding that such wording securities intermediary at which any Account Collateral may be broader located acknowledge Lender’s security interest in scope than and control of the collateral described in this Section 2Account Collateral for purposes of perfecting Lender’s security interest therein and (ii) to direct and provide instructions to such bank or securities intermediary as to the disposition of the Account Collateral to fulfill Business’s Secured Obligations herein.

Security Interest. (a) As security The Obligor, for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligationsvaluable consideration, the Borrower receipt and sufficiency of which are hereby acknowledged, hereby grants to the Administrative Agenteach Secured Party, for the benefit of the Secured Parties, a an undivided joint continuing security interest in all of the BorrowerObligor’s right, title assets and interest in, to and under the followingpersonal property, whether now owned or hereafter acquired, now existing or hereafter createdacquired or arising, and wherever located located, and all replacements or substitutions therefor or accessions thereto (collectively, the “Collateral”): ), including but not limited to: (i) the Pledged Timeshare Loansall inventory, together with including all Collections goods, merchandise, raw materials, goods and all monies due work in process, finished goods, and other tangible personal property held for sale or lease or furnished or to be furnished under contracts of service or used or consumed in Obligor’s business (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; “Inventory”); (ii) all accounts and accounts receivables (“Accounts”) (as defined in the Related Security with respect to Uniform Commercial Code as enacted in the Pledged Timeshare Loans; Commonwealth of Massachusetts, as amended, the “Code”); (iii) all equipment, fixtures, machinery and other goods (as defined in the Account Collateral; Code, “Equipment”); (iv) all Hedge Collateral; automobiles and other vehicles, regardless of type or class; and (v) the Sale all contracts, contract rights, notes, bills, drafts, acceptances, general intangibles (including, without limitation, tradenames, customer lists, licenses, permits, leases, goodwill, trade secrets, trademarks, patents, files, books and Contribution Agreementrecords, the Servicing Agreement, the Custody Agreement and data processing records relating to any other Facility Document to which the Borrower is a party Accounts and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under tax refunds of every kind and nature whatsoever in respect of any to which Obligor is now or all of the foregoinghereafter may become entitled to, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangiblesno matter how arising), instruments, investment property, documents, chattel paper, goodschoses in action, moneyscauses of action, letters judgments and all other debts, obligations and liabilities in whatever form owing to Obligor from any person, corporation or any other legal entity; all of the foregoing whether now existing or hereafter arising, now or hereafter received by or belonging or owing to Obligor, for services rendered by it or however otherwise the same may have been established or created, all guarantees and securities therefor, and all right, title and interest of Obligor which gave rise thereto, and in the products and proceeds thereof, including, without limitation, all proceeds of credit, letter of credit rightsfire or other insurance, certificates of depositand also including, deposit accounts without limitation, rents and all other property and interests in property profits resulting from the temporary use of the BorrowerCollateral. If Obligor shall at any time acquire a commercial tort claim, whether tangible or intangible; and (viii) as defined in the Code, Obligor shall immediately grant to the Secured Party in such writing a security interest therein and in the proceeds thereof, all income upon the terms of this Agreement. Secured Party may at any time and proceeds of the foregoing (b) The Borrower from time to time, and Obligor hereby authorizes the filing of appoints Secured Party its attorney in fact to, file financing statements, and continuation statements and amendments thereto and assignments thereof, describing that describe the collateral covered thereby Collateral as “all assets of debtor’s personal property or assets” Obligor or words of similar effect and which contain any other information required by the Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment. Obligor agrees to that effectfurnish any such information to the Secured Party, notwithstanding that such wording as reasonably requested by Obligor as may be broader necessary to effect the provisions of this paragraph, and such information may be filed at any time in scope than any jurisdiction. Obligor shall at any time and from time to time take such steps as Secured Party may reasonably request for Obligor to insure the collateral described continued perfection and priority of the Secured Party’s security interest in any of the Collateral and of the preservation of its rights therein. Nothing contained in this Section 21 shall be construed to narrow the scope of the Secured Party’s security interest in any of the Collateral or the perfection or priority thereof or to impair or otherwise limit any of the rights, powers, privileges or remedies of the Secured Party hereunder.

Security Interest. (a) As security for To secure the full and punctual payment of the Debt and performance by the Borrower of all the terms, covenants and agreements on the part obligations of the Borrower to be performed now or hereafter existing under this Agreement or any and the other Facility DocumentLoan Documents, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Lender a first-priority perfected security interest in the Lockbox Account and Cash Management Account, all of the Borrower’s rightinterest, title cash, checks, drafts, certificates and interest ininstruments, if any, from time to time deposited or held therein, any and under the following, whether now owned or hereafter acquired, now existing or hereafter createdall amounts invested in Permitted Investments, and wherever located all “proceeds” (collectively, as defined in the “Collateral”): (i) UCC as in effect in the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person state in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party Lockbox Account and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under Cash Management Account are located or in connection with the Sale and Contribution Agreement; (vimaintained) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing. Furthermore, including all proceeds Borrower shall not, without obtaining the prior written consent of Lender, further pledge, assign or grant any security interest in any of the conversion thereofforegoing or permit any Lien to attach thereto or any levy to be made thereon or any UCC Financing Statements to be filed with respect thereto. Borrower will maintain the security interest created by this Section 10.3(a) as a first priority perfected security interest and will defend the right, voluntary or involuntary, into cash or other liquid property, title and interest of Lender in and to the Lockbox Account and Cash Management Account against the claims and demands of all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoingPersons whomsoever. (b) The Borrower hereby authorizes Lender to file any financing statement or statements required by Lender to establish or maintain the filing validity, perfection and priority of financing statementsthe security interest granted herein in connection with the Lockbox Account and Cash Management Account. Borrower agrees that at any time and from time to time, at the expense of Borrower, Borrower will promptly and duly execute and deliver all further instruments and documents, and continuation statements take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and amendments thereto protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and assignments thereofto any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) Upon the occurrence of an Event of Default, describing the collateral covered thereby as “Lender may exercise any or all of debtor’s personal property its rights and remedies as a secured party, pledgee and lienholder with respect to the Lockbox Account and Cash Management Account. Without limitation of the foregoing, upon any Event of Default, Lender may use the Lockbox Account and Cash Management Account for any of the following purposes: (A) repayment of the Debt, including, but not limited to, principal prepayments and the prepayment premium applicable to such full or assets” partial prepayment (as applicable); (B) reimbursement of Lender for all losses, fees, costs and expenses (including, without limitation, reasonable legal fees) suffered or words incurred by Lender as a result of such Event of Default; (C) payment of any amount expended in exercising any or all rights and remedies available to Lender at law or in equity or under this Agreement or under any of the other Loan Documents; (D) payment of any item as required or permitted under this Agreement; or (E) any other purpose permitted by applicable law; provided, however, that effectany such application of funds shall not cure or be deemed to cure any Event of Default. Without limiting any other provisions hereof, notwithstanding that such wording may be broader in scope than each of the collateral remedial actions described in the immediately preceding sentence shall be deemed to be a commercially reasonable exercise of Lender’s rights and remedies as a secured party with respect to the Lockbox Account and Cash Management Account and shall not in any event be deemed to constitute a setoff or a foreclosure of a statutory banker’s lien. Nothing in this Section 2Agreement shall obligate Lender to apply all or any portion of the Lockbox Account or Cash Management Account to effect a cure of any Event of Default, or to pay the Debt, or in any specific order of priority. The exercise of any or all of Lender’s rights and remedies under this Agreement or under any of the other Loan Documents shall not in any way prejudice or affect Lender’s right to initiate and complete a foreclosure under the Mortgage.

Security Interest. SELLER hereby grants to PURCHASER a present security interest in all presently owned or hereafter acquired (a) accounts, (b) accounts receivables, (c) contract rights, (d) equipment, (e) chattel paper, (f) general intangibles, (g) instruments, (h) inventory, and all proceeds of all of the foregoing. The security interest and assignment include SELLER's rights to any returned personal property. As such owners and in addition to PURCHASER'S rights under the Uniform Commercial Code, PURCHASER shall have all the rights of an unpaid SELLER, including the rights of replevin, between the parties hereto, as returned personal property. This security for interest is granted to secure the performance by of the Borrower of all the termsforegoing representations, warranties, covenants and agreements on the part of the Borrower to be performed under SELLER contained in this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) all accounts set forth in the annexed Schedule "A" as the same may be supplemented from time to become due or received time as provided by any Person Paragraph 1 hereof as well as all other obligations of SELLER under this Agreement. With respect to an account set forth in payment Schedule "A" as supplemented pursuant to Paragraph 1 hereof, upon a breach of any of the Pledged Timeshare Loans on or after Paragraph 3 representations, warranties, agreements and covenants, and to the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security extent such accounts remain unpaid, PURCHASER may exercise, at its sole option, any and all rights with respect to the Pledged Timeshare Loans; (iiicollateral, of a secured creditor under the provisions of Article 9 of the Uniform Commercial Code, including the right to realize upon said collateral as PURCHASER may determine. SELLER will indemnify, hold harmless and protect PURCHASER against liability, loss or expense caused by or arising out of the rejection of personal property or services by any Account Debtor named in Schedule "A" or alleged counterclaims, defenses or offsets of every kind. SELLER agrees to sign any such financing statement(s) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreementin a form satisfactory to PURCHASER, the Servicing Agreement, the Custody Agreement and which PURCHASER may at any other Facility Document time desire to which the Borrower is a party file in order to protect PURCHASER's security interest. SELLER further agrees to pay to PURCHASER any and all remedies thereunder costs, plus reasonable attorneys' fees in enforcing the terms of this Agreement in the event of a breach, as well as fees and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or costs incurred in connection with a bankruptcy proceeding including, but not limited to, any objections or disputes, or if it is necessary for PURCHASER to retain the Sale services of a lawyer to protect its rights and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2interests.

Security Interest. (a) As Although the parties intend that all Transactions hereunder be sales and purchases and not loans (other than the MSRs, which are pledged, and not sold, to the Buyer), in the event any such Transactions are deemed to be loans, and in any event, the Seller hereby pledges to the Buyer as security for the performance by the Borrower Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants pledges to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in all of the BorrowerSeller’s right, title and interest in, to and under each of the followingfollowing items of property, whether now owned or hereafter acquired, now existing or hereafter created, created and wherever located (collectivelyin the case of all MSRs, subject and subordinated to ▇▇▇▇▇▇ Mae’s rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ Mae Requirements), is hereinafter referred to as the “CollateralRepurchase Assets”):: (i) the Pledged Timeshare Loans, together with all Collections each Participation Certificate and all monies due (including any payments made under any guarantee MSRs related thereto, whether such MSRs are in existence on the date such Participation Certificate becomes the subject of a Transaction hereunder or similar credit enhancement with respect to any arise thereafter, and whether or not such Timeshare Loans) to become due Assets or received by any Person in payment of any of the Pledged Timeshare related Mortgage Loans are listed on or after the respective Cutoff Dates for the Pledged Timeshare Loansan Asset Schedule; (ii) all MSRs arising under or related to any Servicing Contract as reflected in the Related Security with respect to the Pledged Timeshare LoansSchedule of Mortgages or Request for Approval for Transfer; (iii) all rights to reimbursement or payment of Assets and/or amounts due in respect thereof under the Account Collateralrelated Servicing Contract, ▇▇▇▇▇▇ ▇▇▇ MBS, the Acknowledgment Agreement or the Participation Agreement; (iv) all Hedge Collateralany rights in the Dedicated Account and to the amounts on deposit therein; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement[reserved]; (vi) all present rights under the Retained Excess Spread Participation Agreement; (vii) any rights in the Pledged Margin Securities Account and future claimsto the amounts on deposit therein; (viii) any rights in the Eligible Securities Account and to the amounts on deposit therein; (ix) all records, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash instruments or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of documentation evidencing any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (viix) all accounts, “general intangibles”, payment intangibles“accounts”, instruments“chattel paper”, “securities accounts”, “investment property”, documents, chattel paper, goods, moneys, letters “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of credit, letter the foregoing (including all of credit the Seller’s rights, certificates of deposit, deposit accounts title and all other property interest in and interests in property of under the Borrower, whether tangible or intangibleParticipation Agreements and the Servicing Contracts); and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As collateral security for the performance by the Borrower due and punctual payment of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower Lease Obligations and the Subordinated Note Obligations, the Company does hereby pledge, hypothecate, assign, transfer and convey to the Agent, for the benefit of the Secured Parties, and hereby creates in and grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing security interest in and to all of the Borrower’s its right, title and interest in and to the following, whether now existing or hereafter arising or at any time acquired (all of the foregoing being herein referred to as the "Collateral"): (a) all Servicing Contracts and Servicing Rights; (b) all Accounts, Equipment and General Intangibles; (c) all Cash and Bank Accounts; (d) all books, correspondence, credit files, records, invoices, bills of lading, and other documents, including, without limitation, all tapes, cards, computer runs, and other papers and documents in the possession or control of the Company or any computer bureau from time to time acting for the Company, but specifically excluding books, correspondence, credit files, records, invoices, bills of lading, and other documents relating to Mortgage Loans pledged to third parties to secure Indebtedness permitted by Section 4.08(g) of the Credit Agreement; (e) all rights, remedies and other interests of the Company in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter createdany and all Servicing Purchase Agreements and other Servicing Purchase Documents, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections any and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare LoansServicing Sale Agreements and other Servicing Sale Documents; (iif) the Related Security with respect all sums paid or payable to the Pledged Timeshare LoansCompany under or by virtue of any Servicing Purchase Agreements and other Servicing Purchase Documents or by virtue of any Servicing Sale Agreements and other Servicing Sale Documents, whether as compensation for the performance by the Company of its obligations thereunder, damages for any breach thereof, amounts payable upon cancellation or termination of any Servicing Purchase Agreements and other Servicing Purchase Documents, or of any Servicing Sale Agreements or other Servicing Sale Documents, or otherwise and any claims of the Company therefor; (iiig) any and all Hedge Contracts and any and all rights, remedies and other interests of the Account CollateralCompany therein or thereunder; (ivh) all Hedge Collateral; (v) sums paid or payable to the Sale and Contribution Agreement, Company under or by virtue of the Servicing AgreementContracts, Servicing Rights or Acknowledgment Agreements, and each of them, whether as compensation for the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed performance by the Borrower against Seller under Company of its obligations thereunder, damages for any breach thereof, amounts payable upon cancellation or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect termination of any or all of the foregoing Servicing Contracts or Servicing Rights, interest on any such amounts, or otherwise, and any claims of the Company therefor; (i) all accessions and additions to, parts and appurtenances of, substitutions for and replacements and products of any of the foregoing, including, without limitation, claims of rights to payments thereunder; (j) any and all payments Foreclosure Advance Receivables, Pool P&I Payment Receivables and T&I Payment Receivables; (k) all balances, credits and deposits contained in or credited to the Collateral Account or any other account held by the Agent which are attributable to the proceeds of Foreclosure Advance Receivables, Pool P&I Payment Receivables, T&I Payment Receivables or other Collateral described herein; (l) any other asset of the Company which has been or hereafter at any time prior to an Event of Default is delivered to the Agent pursuant to this Security Agreement; (m) all books, records, files, documents, tapes, programs, print-outs and other such materials relating to any Foreclosure Advance Receivables, Pool P&I Payment Receivables or T&I Payment Receivables; (n) any and all balances, credits, deposits, accounts or moneys of, or in the name of, the Company representing or evidencing the foregoing or any proceeds thereof; and (o) all Proceeds of any of the foregoing. The security interests granted pursuant to this Section 2 (the "Security Interests") are granted as security only, and shall not subject the Agent or any Secured Party to, or transfer or in any way affect or modify, any obligation or liability of the Company with respect to any of the Collateral or any transaction which gave rise thereto. Nothing herein contained shall relieve the Company from performing any covenant, agreement or obligation on the part of the Company to be performed or from observing any condition on the part of the Company to be observed under of every kind and nature whatsoever or in respect of any Servicing Contract or all Servicing Rights or from any liability thereunder or impose any liability on the Agent or any Secured Party for the acts or omissions of the foregoing, including all proceeds Company thereunder or for the performance of the conversion thereofcovenants, voluntary agreements or involuntary, into cash obligations on the part of the Company to be performed or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment for the observance of any condition on the part of the Company to be observed until and every kind unless the Agent shall have elected, as provided in Section 5(a) hereof, to become bound to perform and other forms of observe the covenants, agreements, obligations and receivables, instruments conditions to be performed and other property which at observed by the Company under any time constitute all Servicing Contract or part of or are included Servicing Rights specified by the Agent in the proceeds of the foregoing; (viiaccordance with Section 5(a) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2hereof.

Security Interest. (a) i. As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit DB1/ 121185831.1121185831.9 54 rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing, other than proceeds of a Timeshare Loan that has been foreclosed upon and remarketed and for which the applicable Timeshare Interest relates to the “Hilton Grand Vacations at the Crane” Resort. (b) ii. The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (a) As other than as set forth in Section 20 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by the Borrower of all the terms, covenants and agreements on the part Seller of the Borrower Obligations and hereby grants, assigns and pledges to be performed Buyer a fully perfected first priority security interest in: (i) the Purchased Assets; (ii) the Records related to the Purchased Assets; (iii) the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets); (iv) any Property relating to any Purchased Asset or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Assets; LEGAL02/44212932v3 (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; (vii) any Servicing Rights relating to any Purchased Asset; (viii) all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under this Agreement any related primary insurance or hazard insurance; (ix) any Income relating to any Purchased Asset; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any Hedge Agreements relating to any Purchased Asset; (xiv) any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset; (xv) any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any other Facility Documentinterest in the Purchased Assets; (xvi) accounts, chattel paper (including the electronic chattel paper), goods (including inventory and equipment and any accessions thereto), instruments (including promissory notes), documents, investment property, general intangibles (including payment when due of all Borrower Obligations, the Borrower hereby grants intangibles and software) in each case related to the Administrative AgentPurchased Assets; and (xvii) together with all accessions and additions thereto, for the benefit substitutions and replacements therefor, and all products and proceeds of the Secured Partiesforegoing, a security interest in all of the Borrower’s right, title and interest in, to and under the followinginstances, whether now owned or hereafter acquired, now existing or hereafter created, created and wherever located (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2).

Security Interest. (a) As security for ▇▇ ▇ecure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower each Seller hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a continuing lien upon and security interest in all of the Borrower’s right, title such Seller's now existing or hereafter arising rights and interest in, to and under in the following, whether now owned or hereafter acquired, now existing or hereafter created, acquired, or arising, and wherever located (collectively, the “"Collateral”"): (iA) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, All accounts, accounts receivablereceivables, notes, drafts, acceptancescontract rights, chattel paper, instruments, documents, letters of credit, bankers acceptances, drafts, checks, cash, investment property, securities, and general intangibles (including, without limitation, all claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance proceeds, condemnation awardspolicies (including rights to premium refunds), rights to payment tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and every kind delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other forms amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of obligations offset and receivablesrecoupment); (D) All equipment, instruments machinery, furniture, furnishings, fixtures, tools, supplies and other property which at any time constitute motor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all or part of or are included in the proceeds of the foregoing; (viiG) All books and records pertaining to all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangibleforegoing; and (viiiH) all income and All proceeds of the foregoing (b) The Borrower hereby , whether due to voluntary or involuntary disposition, including insurance proceeds. No Seller is authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the sale of finished inventory in such Seller's usual course of business. Each Seller agrees to sign any instruments and documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Each Seller authorizes Buyer to file financing statements without notice to such Seller, with all appropriate jurisdictions, as Buyer deems appropriate, in order to perfect or protect Buyer's interest in the filing Collateral. Each Seller agrees to deliver to Buyer the originals of financing statementsall instruments, chattel paper and continuation statements documents evidencing or related to Purchased Receivables and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Collateral.

Security Interest. (a) As security for the prompt and complete payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment Liabilities when due of all Borrower Obligationsor declared due, the Borrower hereby grants grants, pledges, conveys and transfers to the Administrative Agent, for the benefit of the Secured Parties, Lender a continuing security interest in and to all of the Borrower’s right, title and interest in, in and to the following property and under the followinginterests in property, whether now owned or hereafter acquired, now existing or hereafter createdowned, arising or acquired, and wherever wheresoever located (collectively, the “Collateral”): ): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iva) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, Borrower’s accounts receivable, notesincluding, draftswithout limitation, acceptancesAccounts and Health-Care-Insurance Receivables (each as defined in the Code), (b) all of Borrower’s General Intangibles, including, without limitation, General Intangibles related to accounts receivable and money; (c) all of Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against Lender or any other financial institution with which Borrower maintains deposits, including without limitation, any and all lease deposit accounts with Lender; (d) all of Borrower’s contracts, licenses, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneysnotes, letters of credit, letter of credit contract rights, certificates bills of depositlading, deposit accounts warehouse receipts, shipping documents, permits, tax refunds, documents and documents of title, and all of Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, letters of credit, Software, Supporting Obligations, Payment Intangibles, and Goods (each as defined in the Code); (e) all of Borrower’s Inventory and Equipment and motor vehicles and trucks; (f) all of Borrower’s monies, and any and all other property and interests in property of the Borrower, including, without limitation, Investment Property, Instruments, Security Entitlements, Uncertificated Securities, Certificated Securities, Chattel Paper, and Financial Assets (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of Lender or any agent or Affiliate thereof in any way or for any purpose (whether tangible for safekeeping, deposit, custody, pledge, transmission, collection or intangibleotherwise), and, independent of and in addition to Lender’s rights of setoff (which Borrower acknowledges), the balance of any account or any amount that may be owing from time to time by Lender to Borrower; and (viiig) all income insurance proceeds of or relating to any of the foregoing property and interests in property, and any key man life insurance policy covering the life of any officer or employee of Borrower; (h) all proceeds and profits derived from the operation of Borrower’s business; (i) all of Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the foregoing and to Borrower’s business; and (j) all accessions, improvements and additions to, substitutions for, and replacements, products, profits and proceeds of any of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, the Sellers hereby pledge to the Buyer as security for the performance by the Borrower Sellers of all the termstheir Obligations and hereby grant, covenants assign and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants pledge to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in all of and to the BorrowerSeller’s right, title and interest inin the Purchased Assets, the Records, and all servicing rights related to the Purchased Assets, the Repurchase Documents (to the extent such Repurchase Documents and the Sellers’ right thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loans, all Settlement Accounts and all amounts therein, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, the followingCollection Account, any Interest Rate Protection Agreements relating to any Purchased Asset, and any other contract rights, accounts (including any interest of the Sellers in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets, all collateral under any other secured debt facility (including, without limitation, any facility documents as a repurchase agreement or similar purchase and sale agreement) between the Seller or its Affiliates on the one hand and the Buyer or the Buyer’s Affiliates on the other (excluding any syndicated credit facility in which a non-Affiliate of the Buyer is also a creditor), and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Asset Schedule and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) provided, that no Default, Event of Default or Margin Deficit exists, the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement Buyer shall release its security interest in the Purchased Assets upon payment in full to the Buyer of the Repurchase Price with respect thereto. Nothing contained in this Repurchase Agreement shall obligate the Buyer to segregate any Purchased Assets delivered to the Buyer by the related Seller. In the event that any Purchased Mortgage Loan becomes an REO Property, such Timeshare Loans) Seller shall promptly repurchase such Purchased Mortgage Loan, and simultaneously convey a Buyer Deed, to become due Buyer in accordance with the provisions below if such REO Property will be subject to a Transaction under this Repurchase Agreement. The Sellers hereby authorize the Buyer to file such financing statement or received statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon termination of this Repurchase Agreement and payment by any Person in payment of any the Seller of the Pledged Timeshare Loans on or after the respective Cutoff Dates Repurchase Price for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts Purchased Assets and all other property amounts due hereunder to the Buyer and interests the performance of all obligations under the Repurchase Documents, the Buyer shall release its security interest in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2any remaining Repurchase Assets.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (a) As provided, however, that the parties intend to treat Transactions as Indebtedness for accounting and tax purposes), in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Borrower Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a security interest in all of the BorrowerSeller’s right, title and interest in, to and under the followingPurchased Mortgage Loans, the Records, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, the Cash Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility between the Seller or its Affiliates on the one hand and the Buyer and the Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against ). The Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets without the Seller’s signature thereon as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for For valuable consideration, and to secure ----------------- the due payment and performance by the Borrower of all the termsprincipal of, covenants premium, if any, and agreements interest on the part Tranche A Notes and the Tranche B Loans, Premium, Makewhole, and Breakage Costs, if any, and all indebtedness and other liabilities and obligations, whether now existing or hereafter arising (including any obligations to indemnify, reimburse or pay costs and/or expenses) of Lessor to Indenture Trustee, any Secured Party, Administrative Agent or Collateral Agent arising out of or in any way connected with the Borrower to be performed under this Agreement or any other Facility DocumentOperative Documents and all instruments, including the payment when due of all Borrower Obligationsagreements and documents executed, issued and delivered pursuant thereto (collectively, the Borrower "Secured Obligations"), Lessor hereby assigns, -------------------- conveys, mortgages, pledges, hypothecates, transfers and sets over to Collateral Agent, and grants to the Administrative Collateral Agent, for the benefit of the Secured Parties, a first Lien on and security interest in all of the Borrower’s rightrights, title and interest in, of Lessor now held or hereafter acquired in and to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, except for Excepted Payments and wherever located Excepted Rights with respect thereto (collectively, along with all other rights, titles and interest pledged by Lessor to Collateral Agent pursuant to any Security Supplements, the “"Lessor Collateral”):"): ------------------ (a) the Items of Equipment; (b) all Subleases pertaining to the Items of Equipment; (c) any Bill of Sale and all warranties (including, without limit▇▇▇▇n, warranties of title, merchantability, fitness for a particular purpose, quality and freedom from defects) and rights of recourse against manufacturers, assemblers, sellers and others in connection with the Items of Equipment; (d) the Security Documents, all Accrued Interest Premium, all Tranche A Premium and all Lease Payments and Supplemental Payments payable under this Agreement and the Lease Agreement and all other sums payable thereunder; (e) all accounts, contract rights, general intangibles and all other property rights of any nature whatsoever arising out of or in connection with this Agreement, the Lease Agreement or the Items of Equipment, including, without limitation, Lease Payments, Supplemental Payments and Lessee Collateral and any other payments due and to become due under this Agreement, the Lease Agreement and the Subleases whether as repayments, reimbursements, contractual obligations, indemnities, damages or otherwise; (f) all moneys now or hereafter paid or required to be paid to Indenture Trustee or any Secured Party pursuant to any Operative Document; (g) all proceeds of Lessor Collateral including, without limitation, all rentals, income and profits in respect of the Items of Equipment, whether under the Lease Agreement or otherwise, all credits granted by any manufacturer or vendor with respect to the return of any Item of Equipment and the proceeds of any insurance payable with respect to the Items of Equipment; (h) all claims, rights, powers, or privileges and remedies of Lessor under this Agreement and the Lease Agreement; (i) all rights of Lessor under this Agreement and the Pledged Timeshare LoansLease Agreement to make determinations to exercise any election (including, but not limited to, election of remedies) or option or to give or receive any notice, consent, waiver or approval, together with all Collections full power and all monies due (including any payments made under any guarantee authority to demand, receive, enforce, collect or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of receipt for any of the Pledged Timeshare Loans on foregoing or after any property which is the respective Cutoff Dates for subject of this Agreement or the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Lease Agreement, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action which (in the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent opinion of all UCC financing statements filed by the Borrower against Seller under Collateral Agent) may be necessary or advisable in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viiij) all income moneys and proceeds investments held by Lessor as security under Section 28.4.4 of the foregoing Lease Agreement. provided, however, Collateral Agent agrees for the benefit of Lessor that so -------- ------- long as no Loan Event of Default has occurred and is continuing, it will not exercise any of the rights assigned to it under clauses (bh) The Borrower hereby authorizes the filing and (i) of financing statementsthis Section 7, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope other than the collateral described in right to receive amounts due under the Lease Agreement and Section 9 of this Section 2Agreement, without the prior written consent of Lessor and Administrative Agent.

Security Interest. (a) As security for On the performance by the Borrower of Purchase Date, Seller hereby sells, assigns and conveys to Buyer all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest inin the Purchased Assets to the extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in the Purchased Assets (including any Additional Acceptable Assets that are Purchased Assets), any other Additional Acceptable Assets transferred to Buyer pursuant to Section 4(a) hereof, the Records, all Servicing Rights related to the Purchased Assets (to the extent of Seller’s rights therein), all Take-out Commitments, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements, any Income relating to any Purchased Asset, each Collection Account, the followingDisbursement Account, the Servicing Agreements, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets or any interest in the Purchased Assets, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds and distributions and any other property, rights, title or interests with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2).

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (aother than for accounting and tax purposes) As and not loans, in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Borrower Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased MH Loans, the Records, and all Seller's rights under the Servicing Agreement related to the Purchased MH Loans, (which, without limitation, includes the loans listed on the Loan Schedule and Appendix I to the Confirmation and that is delivered to the Buyer as of each Purchase Date and all promissory notes or chattel paper evidencing such loans) any Property relating to any Purchased MH Loan, any Takeout Commitments relating to any Purchased MH Loan, Seller's rights under all insurance policies and insurance proceeds relating to any Purchased MH Loan, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased MH Loan, the Collection Account, Seller's rights under any Interest Rate Protection Agreement relating to any Purchased MH Loan, Seller's rights under any MH Loan Transfer Agreement relating to any Purchased MH Loan and any other contract rights, accounts (including any interest of the Borrower’s rightSeller in escrow accounts) payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased MH Loan and any other assets relating to the Purchased MH Loans or any interest in the Purchased MH Loans, any chattel paper owned by Seller arising now or in the future with respect to a sale of a Manufactured Home by the Affiliate Guarantor (excluding any chattel paper arising from the sale of a Manufactured Home in respect of which (i) the related Loan has been repaid, (ii) the Buyer has released its Lien under the Loan and Security Agreement or (iii) the Buyer did not advance a Loan against the Manufactured Home under the related Loan and Security Agreement), all collateral of the Seller under any other secured debt facility between Seller or Seller's Affiliates on the one hand and the Buyer or the Buyer's Affiliates on the other (excluding any credit facility in which a non-Affiliate of Buyer is also a creditor) and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and interest inLoan Schedule and Exception Report with respect to any of the foregoing, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) "Repurchase Assets"). Notwithstanding the Pledged Timeshare Loansforegoing, together with all Collections and all monies due (including the Buyer shall be solely responsible for obtaining any payments made under any guarantee agreements or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of consents from any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or Buyer's Affiliates in connection with the Sale grant of security interest set forth herein. The Seller hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer in any filing jurisdiction and Contribution Agreement; (vi) all present filing office which, at its option, it may deem appropriate. Such financing statement may describe the collateral in the same manner indicated in this Section 8 or in any other manner as Buyer may deem advisable, including using overbroad collateral descriptions or Uniform Commercial Code categories. The Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. Upon termination of this Repurchase Agreement and future claims, demands, causes of action and choses in action in respect of any or all payment by the Seller of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts Repurchase Price and all other property amounts due hereunder to the Buyer of all Obligations and interests the performance of all obligations under the Repurchase Documents the Buyer shall release its security interest in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2any remaining Repurchase Assets.

Security Interest. (a) As security for To secure the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower (whether as Borrower or otherwise) to be performed under this Agreement Agreement, the Transaction Documents or any other Facility Documentdocument delivered in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all obligations of the Borrower hereunder or thereunder, whether for Principal, Yield, Fees, indemnification payments, expenses or otherwise (all of the foregoing, collectively, the "Obligations"), the Borrower hereby grants to the Administrative Agent, Program Agent for its benefit and the benefit of the Secured PartiesBeneficiaries, a security interest in in, all of the Borrower’s rightHL RECEIVABLES FINANCING AGREEMENT (a) the Purchase Agreements and the Parent Undertakings, title including, without limitation, (i) all rights of the Borrower to receive monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (ii) all security interests and interest inproperty subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Purchase Agreements or the Parent Undertakings, (iii) all rights of the Borrower to and receive proceeds of any insurance, indemnity, warranty or guaranty with respect to the Purchase Agreements or the Parent Undertakings, (iv) claims of the Borrower for damages arising out of or for breach of or default under the followingPurchase Agreements or the Parent Undertakings, and (v) the right of the Borrower to compel performance and otherwise exercise all remedies thereunder, (b) all Transferred Assets, whether now owned or hereafter acquired, now and existing or hereafter createdacquired or arising, and wherever located all other assets, including, without limitation, accounts, chattel paper, instruments, payment intangibles and general intangibles (collectivelyas those terms are defined in the UCC), the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person undivided interests in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; foregoing, (iic) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Lockboxes, Deposit Accounts, Borrower's Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party deposit accounts, (d) all other property or interests in property, and all remedies thereunder and the assignment (e) to the Administrative Agent of extent not included in the foregoing, all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect proceeds of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As security for the payment and performance by of any and all of the Borrower Indebtedness and the performance of all other obligations and covenants of Borrower hereunder and under the termsother Loans Documents, covenants and agreements on the part of the certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by Borrower to be performed under this Agreement or any other Facility DocumentBank, including the payment when due of all Borrower Obligations, the Borrower hereby grants pledges to the Administrative Agent, for the benefit of the Secured Parties, Bank and gives Bank a continuing security interest in and general Lien upon and right of set-off against, all of the Borrower’s right, title and interest in, of Borrower in and to and under the followingCollateral, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received acquired by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing. (b) The Borrower hereby authorizes Except as herein or by applicable law otherwise expressly provided, Bank shall not be obligated to exercise any degree of care in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the filing of financing statementsCollateral or to preserve any rights therein against prior parties, and continuation statements Borrower agrees to take such steps. In any case Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and amendments thereto preservation of the Collateral or rights therein whether Borrower may have reasonably requested Bank to take such actions or not; however, Bank's omission to take any action requested by Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by Bank of specified items of Collateral against any liability of Borrower shall waive or affect any security interest in or Lien against other items of Collateral or any of Bank's options, powers or rights under this Agreement or otherwise arising. (c) Following the occurrence of an Event of Default (after the expiration of Borrower's right to cure, if any), Bank may thereafter at any time and assignments thereoffrom time to time, describing with notice to Borrower, (i) transfer into the collateral covered thereby as “all name of debtor’s personal property Bank or assets” the name of Bank's nominee any of the Collateral, (ii) notify any Account Debtor or words other obligor of any Collateral to that effect, notwithstanding that such wording may be broader in scope than make payment thereon direct to Bank of any amounts due or to become due thereon and (iii) receive and after a Default direct the collateral described in this Section 2disposition of any proceeds of any Collateral.

Security Interest. (a) As security for Each Seller and Buyer intend that the performance Transactions hereunder be sales to Buyer of the Purchased Assets and not loans from Buyer to Sellers secured by the Borrower of all the termsPurchased Assets. However, covenants and agreements on the part of the Borrower in order to be performed preserve Buyer's rights under this Agreement in the event that a court or any other Facility Documentforum recharacterizes the Transactions hereunder as other than sales, including the payment when due and as security for each Seller's performance of all Borrower of its Obligations, the Borrower each Seller hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in all of the Borrower’s such Seller's right, title and interest in, in and to and under the followingfollowing property, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectivelyacquired: the Purchased Assets, the “Collateral”): related Records, all Hedge Instruments, all mortgage guaranties and insurance relating to such Purchased Assets (iissued by governmental agencies or otherwise) the Pledged Timeshare Loans, together with all Collections and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to such Purchased Assets and all monies due (including claims and payments thereunder, any payments made under any guarantee purchase agreements or similar credit enhancement with respect other agreements or contracts relating to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of constituting any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, "accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included " as defined in the proceeds Uniform Commercial Code relating to or constituting any or all of the foregoing; (vii) , all accountsother insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts any security account and all other property rights to Income and interests in property the rights to enforce such payments arising from any of the BorrowerPurchased Assets, whether tangible the Servicing Rights, all guarantees or intangible; and (viii) other support for the related Loans, and any and all income and replacements, substitutions, distributions on or proceeds with respect to any of the foregoing foregoing (b) The Borrower collectively the "Collateral"). Sellers hereby authorizes authorize Buyer, at Sellers' expense, to file such financing statement or statements relating to the filing of financing statementsPurchased Assets without Seller's signature thereon as Buyer at its option may deem appropriate, and continuation appoints Buyer as Sellers' attorney-in-fact to execute any such financing statement or statements in Sellers' name and amendments thereto to perform all other acts which Buyer deems appropriate to perfect and continue the lien and security interest granted hereby and to protect, preserve and realize upon the Purchased Assets, including, but not limited to, the right to endorse notes, complete blanks in documents and execute assignments thereof, describing the collateral covered thereby on behalf of each Seller as “all its attorney-in-fact. This power of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2attorney is coupled with an interest and is irrevocable without Buyer's consent.

Security Interest. (a) As security for the performance by the Borrower of On each Purchase Date, Seller hereby sells, assigns and conveys to Buyer all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest inin the Purchased Assets listed on the related Asset Schedule to the extent of its rights therein, although the parties intend that all Transactions hereunder be sales and purchases and not loans (in each case, other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in: (i) the Purchased Assets, the Underlying Mortgage Loans, the Records related to the Underlying Mortgage Loans, all Servicing Rights related to the Underlying Mortgage Loans, all Agency Securities related to Pooled Mortgage Loans that are Underlying Mortgage Loans or right to receive any such Agency Security when issued to the extent backed by any of the Underlying Mortgage Loans, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Underlying Mortgage Loans), any related Take-out Commitments related to such Underlying Mortgage Loans, any Property relating to any Underlying Mortgage Loan or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Underlying Mortgage Loan or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts (if any) and VA Loan Guaranty Agreements (if any), any Income relating to any Underlying Mortgage Loan, Interest Rate Protection Agreements related to such Underlying Mortgage Loans, the followingReserve Account and all amounts deposited therein, each Servicing Agreement and any other contract rights, accounts (including any interest of Seller in escrow accounts maintained by Servicer) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Underlying Mortgage Loans and any other assets relating to the Underlying Mortgage Loans (including, without limitation, any other accounts) or any interest in the Underlying Mortgage Loans and any proceeds and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and Exception Report with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter createdcreated in each case excluding any Take-out Commitments and Interest Rate Protection Agreements to the extent Seller or Guarantor may not, and wherever located pursuant to the provisions thereof, assign or transfer, or pledge or grant a security interest in, such Take-out Commitments or Interest Rate Protection Agreements without the consent of, or without violating its obligations to, the related Take-out Investor or counterparty to such Interest Rate Protection Agreement, but only to the extent such provisions are not rendered ineffective against the Buyer under Article 9, Part 4 of the Uniform Commercial Code (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans;). (ii) As security for the Related Security performance of all of Guarantor’s obligations hereunder and as a precautionary measure in the event that the conveyance of any Purchased Asset by Guarantor to Seller is determined not to be a true sale or contribution or the separate existence of Seller from Guarantor is otherwise disregarded at any point, Guarantor hereby pledges, assigns and grants to Buyer a continuing first priority security interest in and lien upon the Purchased Assets and related Residual Collateral and Buyer shall have all the rights and remedies of a “secured party” under the Uniform Commercial Code with respect to the Pledged Timeshare Loans;Purchased Assets and related Residual Collateral. Possession of any promissory notes, instruments or documents by Custodian shall constitute possession on behalf of ▇▇▇▇▇. (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all Each of the foregoing paragraphs (i) and all payments on (ii) is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and transactions hereunder as defined under of every kind Section 101(47)(A)(v) and nature whatsoever in respect of any or all 741(7)(A)(xi) of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Bankruptcy Code.

Security Interest. (a) As security for On the performance by the Borrower of Purchase Date, Seller hereby sells, assigns and conveys to Buyer all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest inin the Purchased Assets to the extent of its rights therein. Although the parties intend that all Transactions hereunder be sales and purchases (other than for accounting and tax purposes) and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller, to the extent of its rights therein, hereby pledges on the date hereof to Buyer as security for the performance of the Obligations and hereby grants, assigns and pledges to Buyer a first priority security interest in Seller’s rights, title and interest in the Purchased Assets (including any Additional Acceptable Assets that are Purchased Assets), any other Additional Acceptable Assets transferred to Buyer pursuant to Section 4(a) hereof, the Records, all Servicing Rights related to the Purchased Assets (to the extent of Seller’s rights therein), all Take-out Commitments, the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, all insurance policies and insurance proceeds relating to any Purchased Asset or any related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, each Collection Account, the followingDisbursement Account, the Servicing Agreements, and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Assets or any interest in the Purchased Assets, as are specified on a Confirmation and/or Trust Receipt and Asset Detail and Exception Report, and any proceeds and distributions and any other property, rights, title or interests with respect to any of the foregoing, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, on or prior to the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee related Repurchase Date. The foregoing provision is intended to constitute a security agreement or similar other arrangement or other credit enhancement with respect related to any such Timeshare Loansthis Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) to become due or received by any Person in payment of any and 741(7)(A)(xi) of the Pledged Timeshare Loans on Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect statements relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale Repurchase Assets as Buyer, at its option, may deem reasonable and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against appropriate. Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes shall pay the filing costs for any financing statement or statements prepared pursuant to this Section 8. The grants of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described security interest set forth in this Section 2are intended to constitute a security agreement or other arrangement or other credit enhancement related to the Agreement and Transactions hereunder as defined under Section 101(47)(v) and 741(7)(xi) of the Bankruptcy Code.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (aother than for accounting and tax purposes) As security for and not loans, in the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower event any such Transactions are deemed to be performed under this Agreement or loans, and in any other Facility Documentevent, including the payment when due of all Borrower Obligations, the Borrower each Seller hereby grants pledges to the Administrative Agent, for the benefit of the Secured PartiesAdministrative Agent and the Buyers, as security for the performance by the Sellers of their Obligations and each Seller hereby grants, assigns and pledges to the Administrative Agent, for the benefit of the Buyers, a fully perfected first priority security interest in the Purchased Assets, the Records, and all servicing rights related to the Purchased Assets, the Program Documents (to the extent such Program Documents and the Sellers’ right thereunder relate to the Purchased Assets), any Property relating to any Purchased Assets or the related Mortgaged Property, any Take-out Commitments relating to any Purchased Asset, all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Asset, the Collection Account, any Hedge Instruments relating to any Purchased Asset, and any other contract rights, accounts (including any interest of the Borrower’s rightSellers in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets and any proceeds and distributions and any other property, rights, title or interests as are specified on a trust receipt and interest inAsset Schedule with respect to any of the foregoing, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2).

Security Interest. (a) As security for Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by the Borrower Seller of all the termsits obligations, covenants liabilities and agreements on the part of the Borrower to be performed indebtedness under each such Transaction and Seller’s obligations, liabilities and indebtedness under this Agreement or any and the other Facility DocumentTransaction Documents, including the payment when due of all Borrower ObligationsSeller hereby pledges, the Borrower hereby assigns, transfers and grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a security interest in the Mortgage Assets in which Seller has rights or power to transfer rights and all of the Borrower’s rightMortgage Assets in which Seller later acquires ownership, title and interest in, other rights or the power to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the transfer rights. “Collateral”): Mortgage Assets” means (i) the Pledged Timeshare Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Eligibility Files, Asset Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Takeout Commitments to the extent Seller’s rights thereunder relate to the Purchased Mortgage Loans, (vii) all Hedging Arrangements to the extent specifically relating to the Purchased Mortgage Loans, (viii) the Income Collection Account, together with all Collections interest on the Income Collection Account, all modifications, extensions and increases of the Income Collection Account and all monies due (including sums now or at any payments made under any guarantee time hereafter on deposit in the Income Collection Account or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed represented by the Borrower against Seller under or in connection with the Sale Income Collection Account and Contribution Agreement; (viix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofforegoing including, voluntary or involuntary, into cash or other liquid propertywithout limitation, all cash proceedsMBS and the right to have and receive such MBS when issued, accountsthat are, accounts receivablein whole or in part, notesbased on, draftsbacked by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment irrespective of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower such Purchased Mortgage Loans have been released from this security interest. Seller hereby authorizes the filing of Buyer to file such financing statements, and continuation statements and amendments thereto relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Seller’s attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Seller shall pay all fees and expenses associated with perfecting such Liens including the cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments thereof, describing of the collateral covered thereby Mortgages as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader and when required by Buyer in scope than the collateral described in this Section 2its reasonable discretion.

Security Interest. (a) As security for Seller and Buyers intend that the performance Transactions hereunder be sales to the applicable Buyer of the Purchased Assets and not loans from the applicable Buyer to Seller secured by the Borrower of all the termsPurchased Assets. However, covenants and agreements on the part of the Borrower in order to be performed preserve Buyers’ rights under this Agreement in the event that a court or any other Facility Documentforum recharacterizes the Transactions hereunder as other than sales, including the payment when due of all Borrower Obligations, the Borrower Seller hereby grants to the Administrative Agent, for the benefit on behalf of the Secured PartiesBuyers, as security for Seller’s performance of all of its Obligations, a fully perfected first priority security interest in all of the Borrower’s right, title and interest in, to and under the followingfollowing property, whether now owned or hereafter acquired, now existing or hereafter createdacquired: (i) the Purchased Assets, (ii) the Records, (iii) all related Servicing Rights, (iv) all mortgage guaranties and insurance relating to such Purchased Assets (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance and all claims and payments thereunder, (v) all instruments, chattel paper, agreements (including, without limitation, the related Master Loan Agreement and Master Note) securities, investment property and general intangibles and other assets comprising or relating to the Purchased Assets, (vi) any securities or deposit account related to the Transactions and the related Loans and/or Triple Net Leases, including the Collection Account and all security entitlements to financial assets (including cash) now or hereafter carried in or credited to any such securities or deposit account, (vii) all rights to Income and the rights to enforce such payments arising from any of the Purchased Assets, (viii) all guarantees or other support for the Purchased Assets, (ix) any and all replacements, substitutions, distributions on the Purchased Assets, (x) any interest in the Purchased Assets or the servicing of the Purchased Assets, and wherever located (xi) any now existing or hereafter arising proceeds and distributions with respect to any of the foregoing and any other property, rights, titles or interests as are specified on a Transaction Notice (collectively, the “Collateral”):). Seller acknowledges and agrees that its rights with respect to the Collateral (including without limitation, its security interest in any portion of the Purchased Assets and any other collateral granted to Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of the Buyers hereunder. The parties acknowledge and agree that the perfection of such security interest is intended to be accomplished through, among other steps, possession of the related Note by a Buyer, the Custodian or by any other Person on any Buyer’s behalf, and that such possession unless otherwise agreed is for such Buyer’s own account. b) Seller hereby irrevocably constitutes and appoints Agent and any officer or agent thereof, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of Seller and in the name of Seller or in its own name, from time to time in Agent’s discretion, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Agreement, to file such financing statement or statements relating to the Purchased Assets and the Collateral without Seller’s signature thereon as Agent at its option may deem appropriate, and, without limiting the generality of the foregoing, Seller hereby gives Agent the power and right, on behalf of Seller, without assent by, but with notice to, Seller, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the Pledged Timeshare Loansname of Seller, together with all Collections or in its own name, or otherwise, to take possession of and all monies endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) Purchased Assets and to become due file any claim or received to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates Agent for the Pledged Timeshare Loanspurpose of collecting any and all such moneys due with respect to any Purchased Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Related Security Purchased Assets; (A) to direct any party liable for any payment under any Purchased Assets to make payment of any and all moneys due or to become due thereunder directly to Agent or as Agent shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any Purchased Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Assets or any proceeds thereof and to enforce any other right in respect of any Purchased Assets; (E) to defend any suit, action or proceeding brought against Seller with respect to any Purchased Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as Agent may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Purchased Assets as fully and completely as though Agent were the absolute owner thereof for all purposes, and to do, at Agent’s option and Seller’s expense, at any time, and from time to time, all acts and things which Agent deems necessary to protect, preserve or realize upon the Purchased Assets and the Collateral and Agent’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as Seller might do. Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable until all Obligations have been paid in full and this Agreement is terminated in accordance with the terms hereof. Seller also authorizes Agent, if an Event of Default shall have occurred, from time to time, to execute, in connection with any sale provided for in Section 20 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Pledged Timeshare Loans; (iii) Purchased Assets. The powers conferred on Agent hereunder are solely to protect the Account Collateral; (iv) all Hedge Collateral; (v) applicable Buyer’s interests in the Sale Purchased Assets and Contribution Agreement, the Servicing Agreement, the Custody Agreement and shall not impose any other Facility Document duty upon it to which the Borrower is exercise any such powers. Agent shall be accountable only for amounts that it actually receives as a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all result of the foregoing and all payments on or under exercise of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statementssuch powers, and continuation statements and amendments thereto and assignments thereofneither it nor any of its officers, describing the collateral covered thereby as “all of debtor’s personal property directors, employees or assets” agents shall be responsible to Seller for any act or words failure to that effectact hereunder, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2except for its or their own gross negligence or willful misconduct.

Security Interest. (a) As security for Although the Parties intend that all Transactions hereunder be absolute sales and purchases and not loans, to secure the payment and performance by the Borrower Sellers of all the termstheir obligations, covenants liabilities and agreements on the part of the Borrower to be performed indebtedness under each such Transaction and Sellers’ obligations, liabilities and indebtedness under this Agreement or any and the other Facility DocumentTransaction Documents, including the payment when due of all Borrower Obligationseach Seller hereby pledges, the Borrower hereby assigns, transfers and grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a security interest in the Mortgage Assets in which such Seller has rights or power to transfer rights and all of the Borrower’s rightMortgage Assets in which such Seller later acquires ownership, title and interest in, other rights or the power to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the transfer rights. “Collateral”): Mortgage Assets” means (i) the Pledged Timeshare Purchased Mortgage Loans with respect to all Transactions hereunder (including, without limitation, all Servicing Rights with respect thereto), (ii) all Servicing Records, Loan Eligibility Files, Asset Files, Mortgage Loan Documents, including, without limitation, the Mortgage Note and Mortgage, and all of each Seller’s claims, liens, rights, title and interests in and to the Mortgaged Property in each case related to such Purchased Mortgage Loans, (iii) all Liens securing repayment of such Purchased Mortgage Loans, (iv) all Income with respect to such Purchased Mortgage Loans, (v) the Accounts, (vi) the Takeout Commitments to the extent Sellers’ rights thereunder relate to the Purchased Mortgage Loans, (vii) all Hedging Arrangements to the extent specifically relating to the Purchased Mortgage Loans, (viii) all supporting obligations related to the Purchased Mortgage Loans, (ix) the Income Collection Account, together with all Collections interest on the Income Collection Account, all modifications, extensions and increases of the Income Collection Account and all monies due (including sums now or at any payments made under any guarantee time hereafter on deposit in the Income Collection Account or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed represented by the Borrower against Seller under or in connection with the Sale Income Collection Account and Contribution Agreement; (vix) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereofforegoing including, voluntary or involuntary, into cash or other liquid propertywithout limitation, all cash proceedsMBS and the right to have and receive such MBS when issued, accountsthat are, accounts receivablein whole or in part, notesbased on, draftsbacked by or created from Purchased Mortgage Loans for which the full Repurchase Price has not been received by Buyer, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights irrespective of whether such Purchased Mortgage Loans have been released from this security interest. Sellers hereby authorize Buyer to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of file such financing statements, and continuation statements and amendments thereto relating to the Mortgage Assets as Buyer may deem appropriate, and irrevocably appoints Buyer as Sellers’ attorney-in-fact to take such other actions as Buyer deems necessary or appropriate to perfect and continue the Lien granted hereby and to protect, preserve and realize on the Mortgage Assets. Sellers shall pay all fees and expenses associated with perfecting such Liens including the cost of filing financing statements and amendments under the UCC, registering each Purchased Mortgage Loan with MERS and recording assignments thereof, describing of the collateral covered thereby Mortgages as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader and when required by Buyer in scope than the collateral described in this Section 2its reasonable discretion.

Security Interest. (a) As a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by the Borrower Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in all the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the BorrowerPurchased Mortgage Loans, the Records, all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s rightright thereunder relate to the Purchased Mortgage Loans), any related Purchase Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Securities Account and all amounts held therein, the Over/Under Account and all amounts held therein, Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), all collateral, however defined, securing any other agreement between Seller, Guarantor or any of their Affiliates on the one hand and Buyer or any of its Affiliates on the other hand, general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title and interest inor interests as are specified on a Trust Receipt, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”):). b. The foregoing provision (ia) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee is intended to constitute a security agreement or similar other arrangement or other credit enhancement with respect related to any such Timeshare Loansthe Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) to become due or received by any Person in payment of any and 741(7)(A)(xi) of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans;Bankruptcy Code. (ii) the Related Security with respect c. Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Buyer’s security interest created hereby. Furthermore, Seller hereby authorizes Buyer to file financing statements relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution AgreementRepurchase Assets, the Servicing Agreementas Buyer, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against at its option, may deem appropriate. Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for ▇▇ ▇ecure the prompt payment and performance by the Borrower to Buyer of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower Seller hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a continuing lien upon and security interest in all of the Borrower’s right, title Seller's now existing or hereafter arising rights and interest in, to and under in the following, whether now owned or hereafter acquired, now existing or hereafter created, acquired, or arising, and wherever located (collectively, the “"Collateral”"): (iA) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, All accounts, accounts receivablereceivables, notes, drafts, acceptancescontract rights, chattel paper, instruments, documents, investment property, letters of credit, bankers acceptances, drafts, checks, cash, securities, and general intangibles (including, without limitation, all claims, causes of action, deposit accounts, guaranties, rights in and claims under insurance proceeds, condemnation awardspolicies (including rights to premium refunds), rights to payment tax refunds, copyrights, patents, trademarks, rights in and under license agreements, and all other intellectual property); (B) All inventory, including Seller's rights to any returned or rejected goods, with respect to which Buyer shall have all the rights of any unpaid seller, including the rights of replevin, claim and every kind delivery, reclamation, and stoppage in transit; (C) All monies, refunds and other forms amounts due Seller, including, without limitation, amounts due Seller under this Agreement (including Seller's right of obligations offset and receivablesrecoupment); (D) All equipment, instruments machinery, furniture, furnishings, fixtures, tools, supplies and other property which at any time constitute motor vehicles; (E) All farm products, crops, timber, minerals and the like (including oil and gas); (F) All accessions to, substitutions for, and replacements of, all or part of or are included in the proceeds of the foregoing; (viiG) All books and records pertaining to all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangibleforegoing; and (viiiH) all income and All proceeds of the foregoing (b) The Borrower hereby authorizes , whether due to voluntary or involuntary disposition, including insurance proceeds. Seller is not authorized to sell, assign, transfer or otherwise convey any Collateral without Buyer's prior written consent, except for the filing sale of finished inventory in the Seller's usual course of business. Seller agrees to sign UCC financing statements, in a form acceptable to Buyer, and continuation statements any other instruments and amendments thereto documents requested by Buyer to evidence, perfect, or protect the interests of Buyer in the Collateral. Seller agrees to deliver to Buyer the originals of all instruments, chattel paper and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property documents evidencing or assets” or words related to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Purchased Receivables and Collateral.

Security Interest. (a) As security for In order to secure the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment Partnership when due of all Borrower of the Lessee Obligations, this Agreement is intended to create, and the Borrower Partnership hereby grants to pledges to, and creates in favor of the Administrative Security Agent, for the benefit of GE Capital and the Secured PartiesOwner Trustee (and, by collateral assignment, the Indenture Trustee), a prior perfected and continuing security interest in all of the Borrower’s right, title and interest of the Partnership in and to the Accounts (other than the Interest Hedging Account), all cash, cash equivalents, instruments, investments and other securities at any time on deposit in such Accounts, all present and future accounts, chattel paper, documents, general intangibles and instruments (each as defined in the New York Uniform Commercial Code) of the Partnership, all other rights of the Partnership to receive the payment of money, including (without limitation) all moneys due and to become due to the Partnership or the Owner Trustee under the Power Purchase Agreement, the Steam Sales Agreement, the Steam Lease and any other contract of the Owner Trustee or the Partnership for the sale of electricity, steam, excess natural gas or fuel oil or by-products produced by the Facility, all other Project Revenues, all amounts payable under insurance policies maintained by the Partnership, all license fees and all moneys due and to become due to the Partnership under the Construction Contract and the Gas Supply Contract, and all proceeds of any of the foregoing. (b) In order to secure the payment and performance by the Owner Trustee when due of all of the Owner Trustee Obligations, this Agreement is intended to create, and the Owner Trustee hereby pledges to, and creates in favor of the Indenture Trustee, for the equal and ratable benefit of the Loan Participants, a prior perfected and continuing security interest in all right, title and interest of the Owner Trustee in, to and under this Agreement and in and to the followingAccounts (other than the Equity Rent Reserve Sub-Account), whether now owned all cash, cash equivalents, instruments, investments and other securities at any time on deposit in such Accounts, all present and future accounts, chattel paper, documents, general intangibles and instruments (each as defined in the New York Uniform Commercial Code) of the Owner Trustee, all other rights of the Owner Trustee to receive the payment of money including (without limitation) all moneys due and to become due to the Partnership or hereafter acquiredthe Owner Trustee under the Power Purchase Agreement and any other contract of the Owner Trustee or the Partnership for the sale of electricity, now existing excess natural gas, fuel oil, by-products or hereafter createdsteam produced by the Facility, all other Project Revenues, all amounts payable under insurance policies maintained by the Partnership (excluding any policy maintained by the Owner Trustee or the Owner Participant for its own account and not required to be maintained by the Lessee), all license fees and all moneys due and to become due to the Owner Trustee under the Construction Contract and the Gas Supply Contract, and wherever located all proceeds of any of the foregoing; but, excluding from the foregoing all Excepted Payments. (collectivelyc) All moneys, cash equivalents, instruments, investments and securities at any time on deposit in any of such Accounts shall constitute collateral security for the payment and performance by the Partnership when due of the Lessee Obligations (other than with respect to the Interest Hedging Account) and collateral security granted by the Owner Trustee to the Indenture Trustee for the payment and performance by the Owner Trustee of the Owner Trustee Obligations (other than with respect to the Equity Collateral) and shall at all times be subject to the sole dominion and control of the Security Agent (as agent of the Indenture Trustee (until the Lien of the Indenture has been discharged) and the Owner Trustee), and shall be held in the custody of the Security Agent in trust for the purposes of, and on the terms set forth in, this Agreement. For the purpose of perfecting the security interest of the Indenture Trustee in and to the Accounts and all cash, investments and securities at any time on deposit in the Accounts, the “Collateral”):Security Agent shall be deemed to be the agent of the Indenture Trustee. (id) the Pledged Timeshare Loans, together with all Collections and all monies due (including The Partnership shall not have any payments made under any guarantee rights or similar credit enhancement powers with respect to any such Timeshare Loansamounts in the Accounts or any part thereof except (i) to become due or received by any Person as provided in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; Article IV hereof and (ii) the Related Security right to have such amounts applied in accordance with respect the provisions hereof; provided that the Lessee shall have no right, title or interest whatsoever in or to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Interest Hedging Account.

Security Interest. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets related thereto. Although the parties intend that all Transactions hereunder be sales and purchases and not loans (a) As other than as set forth in Section 21 for U.S. tax purposes), in the event any such Transactions are deemed to be loans, and in any event Seller hereby pledges to Buyer as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Borrower Purchased Assets; the Records related to the Purchased Assets; the Program Documents (to the extent such Program Documents and Seller’s right thereunder relate to the Purchased Assets); any Property relating to any Purchased Asset or the related Mortgaged Property; any Takeout Commitments relating to any Purchased Assets; any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Asset; any Servicing Rights relating to any Purchased Asset; all insurance policies and insurance proceeds relating to any Purchased Asset or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance; any Income relating to any Purchased Asset; the Custodial Account; the Margin Account, the Inbound Account; the Operating Account; any Hedge Agreements relating to any Purchased Asset; and any other contract rights, accounts (including any interest of Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Asset; and any other assets relating to the Purchased Assets (including, without limitation, any other accounts) or any interest in the Purchased Assets; all the termscollateral under any other secured debt facility (including, covenants without limitation, any facility documented as a repurchase agreement or similar purchase and agreements sale agreement) between Seller or its Affiliates on the part one hand and Buyer or Buyer’s Affiliates on the other; accounts relating to any Purchased Asset; chattel paper (including electronic chattel paper) relating to any Purchased Asset; goods (including inventory and equipment and any accessions thereto) relating to any Purchased Asset; instruments (including promissory notes) relating to any Purchased Asset; documents relating to any Purchased Asset; investment property relating to any Purchased Asset; general intangibles (including payment intangibles and software) together with all accessions and additions thereto relating to any Purchased Asset; substitutions and replacements therefor relating to any Purchased Asset; and all products and proceeds, in all instances, whether now owned or hereafter acquired, now existing or hereafter created and wherever located relating to any Purchased Asset (collectively, the “Repurchase Assets”). Seller acknowledges that it has sold the Purchased Assets to Buyer on a servicing released basis and it has no rights to service the Purchased Assets. Without limiting the generality of the Borrower foregoing and in the event that Seller is deemed to be performed under this Agreement or retain any other Facility Documentresidual Servicing Rights, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, and for the benefit avoidance of the Secured Partiesdoubt, Seller grants, assigns and pledges to Buyer a security interest in the Servicing Rights and proceeds related thereto and in all of the Borrower’s right, title and interest in, to and under the followinginstances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee . The foregoing provision is intended to constitute a security agreement or similar other arrangement or other credit enhancement with respect related to any such Timeshare Loansthis Agreement and Transactions hereunder as defined under Sections 101(47)(v) to become due or received by any Person in payment of any and 741(7)(xi) of the Pledged Timeshare Loans on Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect statements relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale Repurchase Assets and Contribution Agreement, the Servicing Rights as Buyer, at its option, may deem appropriate. Seller shall pay the searching and filing costs for any financing statement or statements prepared or searched pursuant to this Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As security for To secure the payment, observance and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Secured Obligations, each Loan Party, respectively, hereby mortgages, pledges and assigns all of its right, title and interest in the Borrower hereby grants Collateral to the Administrative Agent, for the benefit of the Credit Parties, and grants to Agent, for the benefit of the Credit Parties, a continuing security interest and collateral assignment in, and a continuing Lien upon, the Collateral. (b) As additional security for all of the Secured Obligations, each Loan Party, respectively, grants to Agent, for the benefit of the Credit Parties, a security interest in and collateral assignment in, and assigns to Agent, for the benefit of itself as Agent and the other Credit Parties, all of the Borrower’s its right, title and interest inin and to, any deposits or other sums at any time credited by or due from each Credit Party and each Affiliate of any Credit Party to such Loan Party or credited by or due from any participant of any Credit Party to such Loan Party, with the same rights therein as if the deposits or other sums were credited by or due from such Credit Party, but specifically excluding any controlled disbursement payroll account or tax, trust or other special deposit accounts which are segregated and under designated as such and into which no deposits have been made other than for the followingspecific purposes so designated. Borrower hereby authorizes each Credit Party and each Affiliate of such Credit Party and each participant to pay or deliver to Agent, whether now owned for the account of the Credit Parties, without any necessity on Agent's or hereafter acquiredany Credit Party part to resort to other security or sources of reimbursement for the Secured Obligations, now existing or hereafter created, and wherever located (collectively, at any time during the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including continuation of any payments made under any guarantee or similar credit enhancement Event of Default with respect to any Secured Obligations which are due and payable, or on and after the sending of any notice of intention to accelerate or notice of acceleration under SECTION 14.2 with respect to any other Secured Obligations, in each case without further notice (such Timeshare Loans) to become due or received by any Person in payment of notice being expressly waived), any of the Pledged Timeshare Loans on aforesaid deposits or after other sums for application to any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and the respective Cutoff Dates rights given the Credit Parties, their Affiliates and participants hereunder are cumulative with such Person's other rights and remedies, including other rights of set-off. Agent may give notice of the above grant of a security interest in and assignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any Credit Party, any such Affiliate of any Credit Party or participant for the Pledged Timeshare Loans; (ii) the Related Security with respect effectuation thereof, and each Loan Party hereby irrevocably appoints Agent as its attorney to collect any and all such deposits or other sums to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreementextent any such payment is not made to Agent or any Credit Party by such Credit Party, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under Affiliate or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2participant.

Security Interest. (a) As security for To secure the performance by the Borrower of all the terms, covenants and agreements on the part prompt payment to Lender of the Indebtedness and any and all other obligations now existing or hereinafter arising owed by Borrower to be performed under this Agreement or any other Facility DocumentLender, including the payment when due of all Borrower Obligations, the Borrower hereby irrevocably grants to the Administrative Agent, for the benefit of the Secured Parties, Lender a first and continuing security interest in all of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other following property and interests in property of the Borrower, whether tangible now owned or intangible; andexisting or hereafter acquired or arising and wheresoever located (collectively the "Collateral"): A. All Receivables and all accounts, chattel paper, instruments, contract rights and general intangibles, all of Borrower's right, remedies, security, liens, guaranties, or other contracts of suretyship with respect thereto, all deposits or other security or support for the obligation of any Account Debtor thereunder and credit and other insurance acquired by Account Debtor or the Borrower in connection therewith.; B. All furniture, equipment, machinery, fixtures and general intangibles, including but not limited to customer lists and records, tax refunds and insurance premium refunds. C. All inventory, new or used, including, but not limited to parts and accessories; D. All bank accounts of Borrower; E. All monies, securities and property, now or hereafter held, received by, or entrusted to, in the possession or under the control of Lender or a bailee of Lender; F. All right, title and interest of the Borrower in and to the Receivables, participation agreements, participation certificates, or other instruments or agreements which evidence the Receivables; G. All right, title and interest of the Borrower in and to all Consumer Notes, Consumer Mortgages, deeds of trust, security agreements, chattel mortgages, assignments of rent and other security instruments whether now or hereafter owned, acquired or held by the Borrower which secure (viiior constitute collateral for any note, instrument or agreement securing) any of the Consumer Notes or other instruments or agreements which evidence any of the Receivables; H. All right, title and interest of the Borrower in and to all income Financing Statements perfecting the security interest of any of the foregoing; I. All right, title and interest of the Borrower in and to all Guaranties and other instruments by which the persons or entities executing the same guarantee, among other things, the payment or performance of the Receivables; J. All right, title and interest of the Borrower in and to all title insurance policies, title insurance binders, commitments or reports insuring or relating to the foregoing; K. All right, title and interest of the Borrower in and to all surveys, bonds, hazard and liability insurance policies, participation agreements and any other agreement, instrument or document pertaining to, affecting, obtained by the Borrower in connection with, or arising out of, the Receivables; L. All right, title and interest of the Borrower in and to all commitments and other agreements to purchase any Receivables; M. All right, title and interest of the Borrower in and to all collections on, and proceeds of or from, any and all of the foregoingforegoing (hereafter collectively called "Collections"); (b) The Borrower hereby authorizes the filing of financing statementsN. All files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and continuation statements other records, information, and amendments thereto data of the Borrower relating to the Receivables (including all information, data, programs, tapes, discs and assignments thereofcards necessary to administer and service such Receivables); O. All contract rights, describing the collateral covered thereby as “all accounts, rights to payment of debtor’s personal property or assets” or words money, refunds, including tax, premium and commission refunds, and general intangibles, relating to that effect, notwithstanding that such wording may be broader in scope than the collateral documents and contracts described in 3.1 above and as to all such Collateral described in section 3.1 including this Section 2.subparagraph J. whether now existing or hereafter at any time acquired or arising; The following definitions are solely for the purpose of defining these terms with respect to the description of the Collateral herein:

Security Interest. Solely for purposes of any Transaction for the Mortgage Loans, Section 6 of the Master Repurchase Agreement is hereby deleted in its entirety and replaced with the following: (a) As Buyer and Seller intend that the Transactions hereunder be sales to Buyer of the Mortgage Loans and not loans from Buyer to Seller secured by the Mortgage Loans. However, in order to preserve Buyer's rights under the Master Repurchase Agreement in the event that a court or other forum recharacterizes the Transactions hereunder as loans, and as security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller's obligations to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower ObligationsBuyer under, the Borrower hereby Master Repurchase Agreement and the Transactions entered into pursuant to the Master Repurchase Agreement, Seller grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a security interest in the Mortgage Loans, the Program Documents (to the extent such Program Documents and the Seller's right thereunder relate to the Mortgage Loans), servicing records, purchase commitments, insurance and guarantees relating to the Mortgage Loans, Mortgage Notes, Mortgages, income, any and all hedges, any and all servicing agreements and any collection accou▇▇▇ ▇▇d escrow accounts relating to the Mortgage Loans and all cash or other property or amounts on deposit therein and any other general intangibles, instruments, supporting obligations, and other assets relating to the Mortgage Loans or any interest in the Mortgage Loans and the servicing of the Mortgage Loans and any and all replacements or substitutions for, distributions on or proceeds of any and all of the Borrower’s rightforegoing, title and interest in, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, and together with all Collections and all monies due (including any payments made under any guarantee other property or similar credit enhancement with respect interests in which Seller grants a security interest to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution AgreementBuyer, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing"Collateral"). (b) The Borrower hereby authorizes Seller shall pay all fees and expenses associated with perfecting and maintaining Buyer's security interest (and ownership interest) in the Collateral (including the cost of filing financing statements under the Uniform Commercial Code and recording assignments of financing statementsMortgage, as and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby when required by Buyer in its discretion). Seller shall take such further actions as “all of debtor’s personal property or assets” or words are necessary in order to that effect, notwithstanding that such wording may be broader perfect Buyer's first priority security interest in scope than the collateral described in this Section 2any hedges.

Security Interest. (a) As On each Purchase Date, Seller hereby sells, assigns and conveys all rights, title, and interests in, to, and under the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule or as to which Buyer otherwise pays the Purchase Price as provided herein, including the related Mortgage File and Servicing Rights and all Income therefrom. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and, in any event, as security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower -27- LEGAL02/41080625v5 LEGAL02/41080625v8 its Obligations, the Borrower Seller hereby grants pledges to the Administrative AgentBuyer, as agent for the benefit of the Secured PartiesBuyer, and hereby grants, assigns and pledges to Buyer, a fully perfected first priority security interest in all of the BorrowerSeller’s right, title title, and interest in, to to, and under the following, in all instances whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “Repurchase Assets”): (i) the Purchased Mortgage Loans; (ii) the Mortgage File and Records related to the Purchased Mortgage Loans; (iii) all Servicing Rights related to the Purchased Mortgage Loans; (iv) the Facility Documents (to the extent such Facility Documents and Seller’s rights thereunder relate to the Purchased Mortgage Loans); (v) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (vi) any Takeout Commitments relating to any Purchased Mortgage Loan; (vii) any Closing Protection Letter relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance or hazard insurance; (ix) all Income relating to any Purchased Mortgage Loan; (x) the Inbound Account; (xi) the Haircut Account; (xii) any Hedge Agreements relating to any Purchased Mortgage Loan; (xiii) any other contract rights, deposit accounts (including any interest of Seller in escrow accounts), payments, rights to payment (including payments of interest or finance charges), and general intangibles to the extent that any of the foregoing relates to any Purchased Mortgage Loan, (xiv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans; (xv) Reserved (xvi) any and all replacements or substitutions for, proceeds (including the related securitization proceeds) of, and distributions on or with respect to any of the foregoing; (xvii) the Reserve Amount and the Reserve Account; and (xviii) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the Warehouse Electronic System. Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Buyer, a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee . The foregoing provision is intended to constitute a security agreement or similar other arrangement or other credit enhancement with respect related to any such Timeshare Loansthe -28- LEGAL02/41080625v5 LEGAL02/41080625v8 Agreement and Transactions hereunder as defined under Sections 101(47)(v) to become due or received by any Person in payment of any and 741(7)(x) of the Pledged Timeshare Loans on Bankruptcy Code. Seller hereby authorizes Buyer to file such financing statement or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect statements relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale Repurchase Assets and Contribution Agreement, the Servicing AgreementRights as Buyer, at its option, may deem appropriate, without the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent signature of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes thereon. Seller shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for the payment and performance of any and all of the Indebtedness and the performance of all other obligations and covenants of the Borrower hereunder and under the other Loan Documents, certain or contingent, now existing or hereafter arising, which are now, or may at any time or times hereafter be owing by the Borrower of all to the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower ObligationsBank, the Borrower hereby grants pledges to the Administrative AgentBank and gives the Bank a continuing and general Lien upon and right of set-off against, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, of the Borrower in and to and under the followingCollateral, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed acquired by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing. (b) The Borrower hereby authorizes Except as herein or by applicable law otherwise expressly provided, the filing Bank shall not be obligated to exercise any degree of financing statementscare in connection with any Collateral in its possession, to take any steps necessary to preserve any rights in any of the Collateral or to preserve any rights therein against prior parties, and continuation statements the Borrower agrees to take such steps. In any case the Bank shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and amendments thereto preservation of the Collateral or rights therein as the Borrower may have reasonably requested the Bank to take and assignments thereofthe Bank's omission to take any action not requested by the Borrower shall not be deemed a failure to exercise reasonable care. No segregation or specific allocation by the Bank of specified items of collateral against any liability of the Borrower shall waive or affect any Lien against other items of Collateral or any of the Bank's options, describing powers or rights under this Agreement or otherwise arising. (c) The Bank may at any time and from time to time, with or without notice to the collateral covered thereby as “all Borrower, (i) transfer into the name of debtor’s personal property the Bank or assets” the name of the Bank's nominee any of the Collateral, (ii) notify any Account Debtor or words other obligor of any Collateral to that effect, notwithstanding that such wording may be broader in scope than make payment thereon direct to the collateral described in this Section 2Bank of any amounts due or to become due thereon and (iii) receive and after a default direct the disposition of any proceeds of any Collateral.

Security Interest. (a) As The Grantor does hereby transfer, convey, pledge, mortgage, hypothecate, assign and grant a first priority security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants interest to the Administrative AgentSecurity Trustee, for its benefit and the benefit of the Secured Parties, subject to no prior interests of any Person whatsoever except for a security interest lessee under any Lease of the Asset, in all of the Borrowersuch Grantor’s right, title and interest in, in and to and under the followingfollowing collateral, whether now owned or hereafter acquired, now existing or hereafter created, created [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. Confidential Treatment Requested: Information for which confidential treatment has been requested is omitted and wherever located is noted with asterisks. An unredacted version of this document has been filed separately with the Securities and Exchange Commission. or acquired (collectively, the “Mortgage Collateral”):) attaching on the date of this Agreement: (ia) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare LoansAsset; (iib) all Parts, equipment, attachments, accessories, replacement and added Parts and components now or hereafter placed thereon, installed therein or attached thereto, whether or not any of such Parts, equipment, attachments, accessories, replacements or added parts or components may from time to time no longer be installed on the Related Security with respect to the Pledged Timeshare LoansAsset [or on any component Engine thereof] or may be installed in any other aircraft or aircraft engine; (iiic) the Account Collateraltechnical data, technical documents, manuals, log books and all inspection, modification, overhaul, service, repair, maintenance, technical and other records that relate to the Asset and all the Grantor’s right, title and interest, present and future, therein and thereto and any sale or other transfer agreement relating to the Asset, any acceptance certificate, and/or ▇▇▇▇ of sale relating to the Asset, any guaranties, letters of credit or other credit support relating to the Asset, and any other certificate, instrument or agreement relating to the Asset or a lessee, user or lessor of the Asset (collectively, the “Asset Related Documents”); (ivd) all Hedge Collateral; (v) proceeds from the Sale and Contribution Agreementsale or other disposition of, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment proceeds of insurance due to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale Grantor on, and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereoftotal or partial loss or physical destruction, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceedsconfiscation, condemnation awardsor requisition due to the Grantor with respect to, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoingequipment described in clauses (a), (b) and (c) above; (viie) all accountsrents, general intangiblesissues, payment intangiblesprofits, instrumentsrevenues and other income of the property intended, investment propertysubjected or required to be subjected to the Lien of this Agreement hereby, documentsby the other Related Documents or by any supplement to this Agreement in form and substance satisfactory to the Security Trustee (a “Mortgage Supplement”), chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrowerestate, whether tangible or intangibleright, title and interest of every nature whatsoever of the Grantor in and to the same and every part thereof; and (viiif) all income and proceeds proceeds, howsoever arising, of the foregoing (b) The Borrower hereby authorizes . BUT EXCLUDING, HOWEVER, the filing of financing statementsExcluded Payments. TO HAVE AND TO HOLD the Mortgage Collateral unto the Security Trustee, and continuation statements its successors and amendments thereto and assignments thereofassigns, describing as security for the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Secured Obligations.

Security Interest. (a) As security for the payment and performance by the Borrower of all the terms, covenants and agreements on the part Obligations of the Borrower Credit Parties to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower ObligationsBank, the Borrower Bank shall have and each of the Borrowers hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Bank a continuing security interest in and lien on all personal property of the Borrower’s rightBorrowers of every kind and description, title and interest intangible or intangible, to and under the followingwhether now or hereafter existing, whether now owned or hereafter acquired, now existing or hereafter createdand wherever located, including but not limited to the following: all inventory of the Borrowers; all furniture, and wherever located similar property of the Borrowers; all Accounts of the Borrowers; all contract rights of the Borrowers; all other rights of the Borrowers, including, without limitation, amounts due from Affiliates, tax refunds, and insurance proceeds; all files, records (collectivelyincluding, without limitation, computer programs, tapes and related electronic data processing software) and writings of the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee Borrowers or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of which any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect Borrowers has an interest in any way relating to the foregoing property; all goods, instruments, documents of title, policies and certificates of insurance, securities, chattel paper, deposits, cash or other property owned by the Borrowers or in which any of the Borrowers has an interest (excluding Escrowed Funds other than Pledged Timeshare Loans; (iiiEscrow Proceeds) which are now or may hereafter be in the Account Collateral; (iv) all Hedge Collateral; (v) possession of the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document Bank or as to which the Borrower Bank may now or hereafter control possession by documents of title or otherwise; all general intangibles of the Borrowers (including, without limitation, all patents, trademarks, trade names, service marks, copyrights and applications for any of the foregoing; all rights to use patents, trademarks, trade names, service marks, and copyrights of any person; and any rights of the Borrowers to retrieval from third parties of electronically processed and recorded information pertaining to any of the types of collateral referred to in this Section 7.1); any other property, real or personal, tangible or intangible, in which any of the Borrowers now has or hereafter acquires a interest or which is a party now or may hereafter be in the possession of the Bank; any sums at any time credited by or due from the Bank to the Borrowers, including deposits; and all remedies thereunder proceeds and the assignment to the Administrative Agent products of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As Trustor hereby grants and assigns to Beneficiary, as of the Effective Date, a security for the interest, to secure payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured PartiesObligations, a security interest in all of the Borrower’s right, title and following described personal property in which Trustor now or at any time hereafter has any interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “"Collateral”): "): All goods, building and other materials, supplies, work in process, equipment, machinery, fixtures, furniture, furnishings, signs and other personal property, wherever situated, which are or are to be incorporated into, used in connection with, or appropriated for use on the real property described on Exhibit A attached hereto and incorporated by reference herein (i) to the Pledged Timeshare Loans, extent the same are not effectively made a part of the real property pursuant to Section 1.1 above); together with all Collections rents, issues, deposits and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any profits of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) Subject Property; all Hedge Collateral; (v) the Sale and Contribution Agreementinventory, the Servicing Agreementaccounts, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claimscash receipts, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, deposit accounts, accounts receivable, notescontract rights, draftsgeneral intangibles, acceptancesjudgments, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel papernotes, goods, moneysdrafts, letters of credit, letter insurance policies, insurance and condemnation awards and proceeds, any other rights to the payment of credit rightsmoney, certificates trade names, trademarks and service marks arising from or related to the Subject Property or any business now or hereafter conducted thereon by Trustor; subject to Section 4.8, all permits, consents, approvals, licenses, authorizations and other rights granted by, given by or obtained from, any governmental entity with respect to the Subject Property; all deposits or other security now or hereafter made with or given to utility companies by Trustor with respect to the Subject Property; all advance payments of depositinsurance premiums made by Trustor with respect to the Subject Property; all plans, deposit accounts drawings and specifications relating to the Subject Property; all loan funds held by Beneficiary, whether or not disbursed; all funds deposited with Beneficiary pursuant to any loan agreement or any other document or right of Beneficiary; all reserves, deferred payments, deposits, accounts, refunds, cost savings and payments of any kind related to the Subject Property or any portion thereof; all other items of personal property and interests (of whatever kind or nature) used in property the operation of the BorrowerSubject Property; all of the rights and interest of Trustor in and under all management agreements, whether tangible franchise agreements and leasing agreements affecting all or intangibleany portion of the Subject Property; and all of the rights and interest of Trustor in and to those accounts that have been (viiior may hereafter be) established with Beneficiary; all of the rights and interest of Trustor in and to any interest rate protection agreement that may have been (or may hereafter be) entered into by Trustor in connection with the Loan; all rents, revenues, issues, profits and income generated from the operation of the Subject Property; subject to Section 4.7, all rights of Trustor as lessee under all chattel leases relating to furniture, fixtures, equipment or any other item used in connection with the operation of the Subject Property; together with all replacements and proceeds of, and additions and accessions to, any of the foregoing (b) The Borrower hereby authorizes ; together with all books, records and files relating to any of the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “foregoing. As to all of debtor’s the above described personal property which is or assets” which hereafter becomes a "fixture" under applicable law, this Deed of Trust constitutes a "fixture filing" within the meaning of the Tennessee Uniform Commercial Code (as amended or words recodified from time to that effecttime, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2"UCC") Sections TCA 47-9-313 and TCA 47-9-402.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower In order to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, secure Seller's now existing or hereafter createdarising obligations to Purchaser under Paragraph 3, 4, 10 and 11 hereof, and wherever located the legal fees and expenses set forth in Paragraph 8 hereof, Seller hereby grants to Purchaser a continuing lien upon and security interest in Seller's now existing or hereafter arising rights and interest in the following (collectively, the “"Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, "): All accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangiblescontract rights, instruments, investment property, documents, chattel paper, goodsgeneral intangibles, moneys(including but not limited to trademarks, letters of credittrade names, letter of credit rightspatents, certificates of deposit, deposit accounts copyrights and all other property forms of intellectual property, and interests in property tax refunds), returned and repossessed goods and all rights as a seller of the Borrower, whether tangible or intangiblegoods; and (viii) all income and proceeds collateral securing any of the foregoing ; all deposit accounts, special and general, whether on deposit with Secured Party or others; all inventory wherever located; all present and future claims against any supplier of any of the foregoing, including claims for defective goods or over payments to or under shipments by supplier; all proceeds arising from the lease or rental of any of the foregoing; INVENTORY RETURNED BY SELLER TO ITS SUPPLIERS SHALL REMAIN SUBJECT TO PURCHASER'S INTEREST; all equipment and fixtures; NONE OF WHICH THE seller IS AUTHORZED TO SELL, LEASE OR OTHERWISE DISPOSE OF WITHOUT THE WRITTEN CONSENT OF SECURED PARTY. all warranty and other claims against any vendor or lessor of any of the foregoing; all cash and non-cash proceeds of any of the foregoing, in whatever form (b) The Borrower hereby authorizes including proceeds in the filing form of inventory, equipment or any other form of personal property), including proceeds of proceeds; and all investment property. Seller is not authorized to sell, transfer or otherwise convey any Collateral, except for the sale of finished inventory held for sale in the Seller's usual course of business, without Purchaser's consent. Seller agrees to sign such financing statements, and continuation statements and amendments thereto and assignments thereofin a form satisfactory to Purchaser, describing the collateral covered thereby as “all of debtor’s personal property which Purchaser may at any time desire to file in order to protect or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2perfect Purchaser's security interest.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (aother than for accounting and tax purposes) As and not loans, in the event any such Transactions are deemed to be loans, the Seller hereby pledges to Buyer as security for the performance by the Borrower Seller of all the termsits Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and the Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance, hazard insurance, any Income relating to any Purchased Mortgage Loan, the Collection Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of the BorrowerSeller in escrow accounts), payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the forgoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, all collateral under any other secured debt facility evidencing Recourse Indebtedness (including, without limitation, any facility documented as a repurchase agreement or similar purchase and sale agreement) between the Seller or its Affiliates on the one hand and the Buyer or the Buyer’s rightAffiliates on the other, and any proceeds (including the related securitization proceeds) and distributions and any other property, rights, title or interests as are specified on a Trust Receipt and interest inMortgage Loan Schedule and Exception Report with respect to any of the foregoing, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against ). The Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option and in good faith, may deem appropriate. The Seller shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security Borrower, for the performance by the Borrower of all the termsvaluable consideration, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Documentreceipt whereof is hereby acknowledged, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Bank a continuing security interest in all and to, and assigns to Bank, the following property of the Borrower’s right, title wherever located and interest in, to and under the following, whether now owned or hereafter acquired: (a) All Inventory, including all goods, merchandise, raw materials, goods and work in process, finished goods, and other tangible personal property now existing owned or hereafter created, acquired and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made held for sale or lease or furnished or to be furnished under any guarantee contracts of service or similar credit enhancement with respect to any such Timeshare Loans) to become due used or received by any Person consumed in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare LoansBorrower’s business; (iib) the Related Security with respect All Accounts, contracts, contract rights, notes, bills, drafts, acceptances, General Intangibles (including without limitation registered and unregistered tradenames, copyrights, customer lists, goodwill, computer programs, computer records, computer software, computer data, trade secrets, trademarks, patents, ledger sheets, files, records, data processing records relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party Accounts and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under tax refunds of every kind and nature whatsoever to which Borrower is now or hereafter may become entitled to, no matter how arising), Instruments, Documents, Chattel Paper (whether tangible or electronic), Deposit Accounts, Letter or Credit Rights (whether or not the Letter of Credit is evidenced by a writing), securities, Security Entitlements, Security Accounts, Investment Property, Supporting Obligations, choses in respect action, Commercial Tort Claims and all other debts, obligations and liabilities in whatever form, owing to Borrower from any Person, whether now existing or hereafter arising, now or hereafter received by or belonging or owing to Borrower, for goods sold by it or for services rendered by it, or however otherwise same may have been established or created, all guarantees and securities therefor, all right, title and interest of any Borrower in the merchandise or all of the foregoingservices which gave rise thereto, including all proceeds the rights of the conversion thereof, voluntary or involuntary, into cash or other liquid propertyreclamation and stoppage in transit, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment replevy goods, and all rights of any and every kind and other forms an unpaid seller of obligations and receivables, instruments and other property which at any time constitute merchandise or services (all or part of or are included in hereinafter called the proceeds of the foregoing“Receivables”); (viic) All machinery, Equipment, Fixtures and other Goods whether now owned or hereafter acquired by the Borrower and wherever located, all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts replacements and substitutions therefor or accessions thereto and all other property and interests in property of proceeds thereof (all hereinafter, collectively, called the Borrower, whether tangible or intangible“Equipment”); and (viiid) All proceeds and products of all income and of the foregoing in any form, including, without limitation, all proceeds of credit, fire or other insurance, and also including, without limitation, rents and profits resulting from the foregoingtemporary use of any of the foregoing (which, with Inventory, Receivables and Equipment are all hereinafter called “Collateral”). (be) The [Reserved.] (f) Notwithstanding anything contained herein to the contrary, the Borrower hereby authorizes shall furnish the filing Bank with Landlord's Consents and Waiver of financing statementsLien for each leased location of the Borrower and/or a Warehousemen's Letter for each location of the Borrower that any Inventory is stored hereunder if so requested by the Bank in its sole discretion. Such Landlord's Consents and Waiver of Lien and Warehousemen's Letters shall be delivered to the Bank in form and substance satisfactory to the Bank in its sole discretion within thirty (30) days of such request, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby or such additional time as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2reasonably necessary while Borrower uses commercially reasonable efforts to obtain such waiver or letter.

Security Interest. (a) As collateral security for the performance by the Borrower Seller of all the terms, covenants and agreements on the part of the Borrower Seller (whether as Seller or otherwise) to be performed under this Agreement or any other Facility DocumentTransaction Document delivered to the Agent in connection with this Agreement in accordance with the terms thereof, including the punctual payment when due of all Borrower Obligationsobligations of the Seller hereunder or thereunder, whether for indemnification payments, fees, expenses or otherwise, the Borrower Seller hereby assigns to the Agent for its benefit and the ratable benefit of the Investors and the Banks, and hereby grants to the Administrative Agent, Agent for its benefit and the ratable benefit of the Secured PartiesInvestors and the Banks, a security interest in in, all of the BorrowerSeller’s right, title and interest in, to and under (but none of the Seller’s obligations under) all of the following, whether now owned or hereafter acquired, now existing or hereafter createdarising: (a) the Purchase and Contribution Agreement, and wherever located (collectivelyincluding, the “Collateral”): without limitation, (i) all rights of the Pledged Timeshare Loans, together with all Collections and all Seller to receive monies due or to become due under or pursuant to the Purchase and Contribution Agreement, (including ii) all security interests and property subject thereto from time to time purporting to secure payment of monies due or to become due under or pursuant to the Purchase and Contribution Agreement, (iii) all rights of the Seller to receive proceeds of any payments made under any guarantee insurance, indemnity or similar credit enhancement warranty with respect to any such Timeshare Loansthe Purchase and Contribution Agreement, (iv) to become due or received by any Person in payment of any all claims of the Pledged Timeshare Loans on Seller for damages arising out of or after for breach of or default under the respective Cutoff Dates for Purchase and Contribution Agreement, and (v) all rights of the Pledged Timeshare Loans;Seller to compel performance and otherwise exercise all remedies thereunder, (iib) all Receivables, the Related Security with respect thereto and the Collections and all other assets of the Seller, including, without limitation, all accounts, chattel paper, instruments and general intangibles owned by the Seller and not otherwise purchased or scheduled to the Pledged Timeshare Loans;be purchased under this Agreement, (iiic) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party Lock-Box Accounts and all remedies thereunder amounts on deposit therein and the assignment all certificates and instruments, if any, from time to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of time evidencing any or all of the foregoing and and (d) to the extent not included in the foregoing, all payments on or under of every kind and nature whatsoever in respect proceeds of any or and all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.

Security Interest. (a) As ASSIGNMENT AND GRANT OF SECURITY IN RESPECT OF THE OBLIGATIONS OTHER THAN THE TERM LOAN AMOUNT. Each Debtor, as security for the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower Obligations (other than the Term Loan Amount), hereby grants, assigns, transfers and conveys to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative AgentSecured Party, for the benefit of the Secured PartiesLender Group, a continuing security interest in all of the Borrower’s such Debtor's right, title and interest in, to and under the followingfollowing property, whether now existing or hereafter acquired or arising or in which such Debtor now has or hereafter acquires or develops an interest and wherever the same may be located (the "Copyright Collateral"): (i) all copyrights, rights, titles and interests in and to published and unpublished works of authorship that such Debtor owns or uses in its business or will in the future adopt and so use, and all copyrights in any original or derivative works of authorship and all works protectable by copyright that are presently, or in the future may be, owned, created, authored (excluding all works for hire created by such Debtor for any other Person), acquired or used (whether pursuant to a license or otherwise) by such Debtor, in whole or in part (collectively, the "Copyrights"), all copyright registrations and applications for copyright registration that have heretofore been or may hereafter be issued thereon or applied for in the United States, including registrations, recordings, supplemental registrations and pending applications for registration in the United States Copyright Office (the "Registrations"), all common law and other rights in and to the Copyrights throughout the world, including all copyright licenses (collectively, the "Copyright Rights"), and all renewals and extensions thereof, throughout the world, including all proceeds thereof (such as, by way of example and not by limitation, license royalties and proceeds of infringement suits), the right (but not the obligation) to renew and extend such Copyrights, Registrations and Copyright Rights and to register works protectable by copyright and the right (but not the obligation) to ▇▇▇ or bring proceedings in the name of such Debtor or in the name of Secured Party for past, present and future infringements or violations of the Copyrights, Registrations and Copyright Rights, and recover damages for past, present and future infringements or violations thereof, and all rights corresponding thereto throughout the world, including: (A) all of such Debtor's right, title and interest in and to all copyrights or rights or interests in copyrights registered or recorded in the United States Copyright Office, including the Registrations listed on SCHEDULE A attached hereto, as the same may be amended or supplemented pursuant hereto from time to time; (B) all of such Debtor's right, title and interest in and to all renewals and extensions of any such copyrights, including renewals or extensions of the Registrations listed on SCHEDULE A attached hereto, that may be secured under the law now or hereafter in force and effect; (C) all of such Debtor's right, title and interest to make and exploit all derivative works based on or adopted from all works covered by any of the Copyright Collateral; and (D) all of such Debtor's right, title and interest pursuant to or under licensing or other contracts in favor of such Debtor pertaining to copyrights and works protectable by copyright presently or in the future owned or used by third parties; (ii) all inventions, designs, registrations, trade secrets, proprietary rights, corporate or other business records, computer programs, source codes, object codes, data bases and all other intangible personal property at any time used in connection with the businesses of such Debtor (referred to herein as "Proprietary Rights"); (iii) all general intangibles (as defined in the UCC) and all intangible intellectual or other similar property of such Debtor of any kind or nature, whether now owned or hereafter acquiredacquired or developed, now existing associated with or hereafter created, and wherever located (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment arising out of any of the Pledged Timeshare Loans on Copyrights, Registrations, Copyright Rights or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral;Proprietary Rights and not otherwise described above; and (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect proceeds of any or and all of the foregoing Copyright Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the extent not otherwise included, all payments on under insurance (whether or under not Secured Party is the loss payee thereof) or any indemnity, warranty or guaranty payable by reason of every kind and nature whatsoever in loss or damage to or otherwise with respect to the foregoing Copyright Collateral. For purposes of any this Agreement, the term "proceeds" includes whatever is receivable or all of the foregoingreceived when Copyright Collateral or proceeds are sold, including all proceeds of the conversion thereoflicensed, collected, exchanged or otherwise disposed of, whether such disposition is voluntary or involuntary, into cash or other liquid propertyand includes, without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of payment, including returned premiums, with respect to any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2insurance relating thereto.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the The Borrower hereby grants to the Administrative Agent, Agent for the benefit of the Secured PartiesBanks, as one general, continuing collateral security for the Loan and for any other sums owing from the Borrower to the Agent and the Banks under the Obligations and the Notes, a security interest in all Mortgage Loans now or hereafter made and all Mortgage-backed Securities which have been pledged to the Agent (whether by delivery to the Agent, to the Collateral Custodian, or to any other third party on the Agent's behalf or otherwise) or upon which any advance is made by the Banks, and in the Mortgage Note and Mortgage evidencing said Mortgage Loan, and in all accounts, instruments, general intangibles, property, rights proceeds and payments relating thereto, including without limitation the following: (a) All payments and prepayments of principal, interest, and other income due or to become due thereon and all proceeds therefrom, and all the Borrower’s right, title and interest inof every nature whatsoever of the Borrower in and to the same and every part of such property including, to and under without limitation, the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”):: (i1) the Pledged Timeshare LoansAll rights, together liens and security interest existing with all Collections respect thereto or as security therefor; (2) All hazard insurance policies, title insurance policies or condemnation proceeds with respect thereto and all monies due FHA insurance, VA guarantees, PMI or any other guarantee of payment and the proceeds thereof; (including any payments made under any guarantee or similar credit enhancement 3) All prepayment premiums and late payment charges with respect thereto; (b) All real estate acquired by the Borrower by deed in lieu of foreclosure or by foreclosure attributable to any such Timeshare LoansMortgage Loan; (c) to become due or received by any Person in payment All accounts and receivables of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare kind that relate to Eligible Repurchase Mortgage Loans; (iid) All Take-Out Commitments, Mortgage-backed Securities, and/or pool participation certificates and the Related Security with respect to proceeds resulting from sales of same by the Pledged Timeshare LoansBorrower; (iiie) All right, title and interest of the Account Borrower in and to all files, surveys, certificates, correspondence, appraisals, computer programs, tapes, discs, cards, accounting records, and other records, information, and related data of the Borrower; (f) The proceeds from the sale of any Collateral; (ivg) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all Any other property and proceeds thereof that may, from time to time hereafter, be subject to the security interests in property of the Borrower, whether tangible or intangiblecreated hereby; and (viiih) all income All business records, computer tapes, software, microfiche, etc., necessary to identify and proceeds of locate the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Collateral.

Security Interest. (a) As On each Purchase Date, the applicable Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the related Repurchase Assets to Administrative Agent for the benefit of Buyers. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, each Seller hereby pledges to Administrative Agent as security for the performance by the Borrower of all the termsSellers’ Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Agent a fully perfected first priority security interest in all of the Borrower’s Sellers’ right, title and interest inin and to the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued, in each case, only to the extent specifically backed by Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and each Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-Out Commitments, any Property of any Seller (to the extent such Property relates to the Purchased Mortgage Loans), all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts, VA Loan Guaranty Agreements and Rural Housing Service Guaranty agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of any Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets of any Seller, to the extent that the same relates to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and under any proceeds (including the followingrelated securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt and Certification, in all instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Repurchase Assets”). Each Seller agrees to execute, deliver and/or file such documents and perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, each Seller hereby authorizes the Administrative Agent to file financing statements relating to the Repurchase Assets, as the Administrative Agent, at its option, may deem appropriate. The Sellers shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Notwithstanding anything herein to the contrary, unless an Event of Default shall have occurred and be continuing, upon a Seller’s payment of the Repurchase Price to Administrative Agent, any security interest of Administrative Agent in the related Mortgage Loan and in any proceeds thereof shall be released by Administrative Agent on behalf of Buyers. Upon a Seller’s written request, Administrative Agent shall take such actions as may be reasonably necessary to evidence any such termination of a security interest in the related Mortgage Loan. Each Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that each Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each Seller grants, assigns and pledges to Administrative Agent a security interest in the Servicing Rights and proceeds related thereto and in all instances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. Administrative Agent and Quicken Loans hereby agree that in order to further secure Quicken Loans’ Obligations hereunder, Quicken Loans hereby grants to Administrative Agent, for the benefit of each applicable Buyer, a security interest in Quicken Loans’ rights (but not its obligations) under the Servicing Facility Documents, including without limitation any rights to assets and wherever located rights to receive payments thereunder, but not including rights (including rights to receive payments) in and under the collateral thereunder, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “CollateralServicing Facility Rights”): ). Quicken Loans shall deliver an irrevocable instruction to the buyers or administrative agent under the Servicing Facility Documents that upon receipt of notice of an Event of Default under this Agreement, the buyers or administrative agent thereunder is authorized and instructed to remit to Administrative Agent hereunder directly any amounts otherwise payable to Quicken Loans under the Servicing Facility Documents. In furtherance of the foregoing, such notice shall also require, upon repayment of the entire Obligations (as defined in the Servicing Facility Documents) under the Servicing Facility Agreement and the termination of all obligations of the buyers thereunder or other termination of the Servicing Facility Documents following repayment of all obligations thereunder, that, if an Event of Default shall then exist under this Agreement, or the Servicing Facility Documents, the buyers or administrative agent thereunder shall deliver to Administrative Agent hereunder any amounts otherwise payable to Quicken Loans under the Servicing Facility Documents. Notwithstanding any of the foregoing to the contrary, such grant of a security interest in Servicing Facility Rights shall terminate (i) the Pledged Timeshare Loans, together with when CSFBMC or its Affiliates do not constitute all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; “Buyers” (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, as defined in the Servicing Facility Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing Buyers under this Agreement, or (ii) when the outstanding aggregate “Repurchase Price” under such Servicing Facility Agreement has been paid in full and all payments on or under of every kind and nature whatsoever in the Servicing Facility Agreement has been terminated. With respect of any or all to the Servicing Facility Rights, Section 4.05 of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights Servicing Facility Agreement is deemed to payment of any apply and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2is incorporated by reference herein.

Security Interest. (a) As a. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule and the Repurchase Assets to Administrative Agent for the benefit of Buyers and Repledgees. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Administrative Agent as security for the performance by Seller of its Obligations and hereby grants, assigns and pledges to Administrative Agent a fully perfected first priority security interest in the Borrower of all Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the terms, covenants and agreements on the part extent backed by any of the Borrower Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to be performed the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under this Agreement any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Seller in escrow accounts) and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets, in each case, relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any other Facility Documentinterest in the Purchased Mortgage Loans, and any proceeds (including the payment when due related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Notice and/or Trust Receipt, in all Borrower Obligationsinstances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Borrower hereby grants “Repurchase Assets”). b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans. Without limiting the generality of the foregoing and in the event that the Seller is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, Seller grants, assigns and pledges to Administrative Agent, Agent for the benefit of the Secured Parties, Buyers a security interest in the Servicing Rights and proceeds related thereto and in all of the Borrower’s right, title and interest in, to and under the followinginstances, whether now owned or hereafter acquired, now existing or hereafter created. The foregoing provision is intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. c. Seller agrees to execute, deliver and/or file such documents and wherever located (collectivelyperform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect Seller hereby authorizes Administrative Agent to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect file financing statements relating to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution AgreementRepurchase Assets, the Servicing Agreementas Administrative Agent, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against at its option, may deem appropriate. The Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for the performance A. all of Borrower's present and hereafter acquired inventory, including, but not by the Borrower way of limitation, raw materials, work in process and finished goods of any nature and description; B. all of Borrower's present and hereafter acquired plant, office and other equipment, including, but not by limitation, machinery and all attachments and appurtenances thereto, tools, dies, molds, jigs, bores, patterns, appliances, fixtures, furniture and furnishings; including, but by way of limitation, that listed on Exhibit A attached hereto and made a part hereof; C. all of Borrower's account receivable whether or not eligible now existing or hereafter arising; D. all of Borrower's present and hereafter acquired contracts, computer programs and tapes, purchase orders, chattel paper, and negotiable documents; E. all of Borrower's present and hereafter acquired general intangibles, including, but not by way of limitation, Borrower's name and goodwill, trademarks, trade names, copyrights, processes, patents, patent rights, patent applications, licenses, inventions, royalties, commissions and tax refunds; F. all of Borrower's present and hereafter acquired bank and deposit accounts of every kind or nature; G. insurance policies of every kind and nature, including unearned premium rebates; H. proceeds of all the terms, covenants and agreements on the part of the above; I. all ledger sheets, files, books, records and documents relating to accounts, inventory or other collateral; J. such other security designated on such separate written instruments, which Borrower now or hereafter delivers to be performed Lender; and K. any and all other property of Borrower coming into Lender's possession or under this Agreement or any other Facility DocumentLender's control; all of which security interest, including the payment when due of all Borrower Obligations, the assignments and pledges Borrower hereby grants to the Administrative Agent, for the benefit Lender in accordance with and subject to Article 9 of the Secured Parties, a security interest in all of the Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located California Uniform Commercial Code. Each new advance (collectively, the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee prior advances, indebtedness or similar credit enhancement with respect liabilities) shall be covered by all security agreements which Borrower had then given or caused to any such Timeshare Loans) be given to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2Lender.

Security Interest. (a) As a. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by the Borrower of all the terms, covenants and agreements on the part Seller of the Borrower Obligations and hereby grants, assigns and pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the Purchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s right thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, the Deposit Account, the Securities Account, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, the Buydown Amount and any account to which such amount is deposited, Underlying Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) related to the Purchased Mortgage Loans, all of the BorrowerSeller’s right, title and interest in, to and under the followingUnderlying Repurchase Transactions and all of Seller’s rights against and in respect of the Underlying Repurchase Counterparties related to the Underlying Repurchase Transactions, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title or interests as are specified on a Transaction Request and/or Trust Receipt, in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2).

Security Interest. (a) As a. On each Purchase Date, Seller hereby sells, assigns and conveys all of Seller’s rights and interest in the Purchased Mortgage Loans identified on the related Mortgage Loan Schedule. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, and in any event, Seller hereby pledges to Buyer as security for the performance by the Borrower of all the terms, covenants and agreements on the part Seller of the Borrower Obligations and hereby grants, assigns and pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Buyer a fully perfected first priority security interest in all the Purchased Mortgage Loans, any Agency Security or right to receive such Agency Security when issued to the extent backed by any of the BorrowerPurchased Mortgage Loans, the Records, and all related Servicing Rights, the Program Agreements (to the extent such Program Agreements and Seller’s rightright thereunder relate to the Purchased Mortgage Loans), any related Take-out Commitments, any Property relating to the Purchased Mortgage Loans, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including, but not limited to, any payments or proceeds under any related primary insurance, hazard insurance and FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), Income, Underlying Interest Rate Protection Agreements to the extent of the Purchased Mortgage Loans protected thereby, accounts (including any interest of Seller in escrow accounts) related to the Purchased Mortgage Loans, and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges), general intangibles and other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans (excluding any rights and interests in or under the Underlying Repurchase Documents and the Underlying Repurchase Documents themselves), and any proceeds (including the related securitization proceeds) and distributions with respect to any of the foregoing and any other property, rights, title and interest inor interests as are specified on a Transaction Request and/or Trust Receipt, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2).

Security Interest. It is agreed that: (ai) As US Guarantor grants to Secured Party a security for interest in and against all property listed on the collateral schedule to be executed as of the date hereof, pursuant hereto and made a part hereof (each a “ ”), and (ii) Mexican Guarantor grants to Secured Party a security interest in and against all property listed on the Mexican Pledge executed as of October 13, 2020 to be effective on October 20, 2020, pursuant hereto and made a part hereof , and in and against any and all additions, attachments, accessories and accessions to such property, all substitutions, replacements or exchanges therefor, and all insurance and/or other proceeds thereof (all of the foregoing being hereinafter individually and collectively referred to as the “ ”). This security interest is given to secure the payment and performance by the Borrower of all debts, obligations and liabilities of any kind whatsoever of Debtor to Secured Party, now existing or arising in the termsfuture, covenants including but not limited to the payment and agreements on the part performance of the Borrower certain promissory note to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, executed by Debtor for the benefit of the Secured Parties, a security interest in all Party as of the Borrower’s rightdate hereof, title identified on the Collateral Schedule and interest in, to and under in the following, whether now owned or hereafter acquired, now existing or hereafter createdMexican Pledge (the “ ”), and wherever located any renewals, extensions and modifications of such Note (collectivelysuch Note, debts, obligations and liabilities are called the “Collateral“ ”): (i) ). Debtor and US Guarantor each authorizes Secured Party to file a financing statement and amendments thereto describing the Pledged Timeshare Loans, together with all Collections Collateral and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and containing any other Facility Document to which the Borrower is a party and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed information required by the Borrower against Seller under or in applicable Uniform Commercial Code. In connection with the Sale Collateral secured under the Mexican Pledge, Mexican Guarantor authorizes Secured Party to file such Mexican Pledge in the Unique Registry of Mobile Guarantees in Mexico ( , as its name is in the Spanish language). Debtor and Contribution Agreement; (vi) all present Guarantors acknowledge and agree that Secured Party may perfect the security interest hereunder and any Loan Document directly or through any current or future claimsagents, demandsrepresentatives or bailees. Debtor and Guarantors irrevocably grant to Secured Party the power to sign on Debtor’s and Guarantor’s name and generally to act on behalf of Debtor and Guarantors to execute and file applications for title, causes transfers of action title, financing statements, notices of lien and choses in action in respect of other documents pertaining to any or all of the foregoing and all payments on Collateral; this power is coupled with Secured Party’s interest in the Collateral. Guarantors shall, if any certificate of title is required or under of every kind and nature whatsoever in respect of permitted by law for any or all of the foregoingCollateral, including all proceeds of obtain and promptly deliver to Secured Party such certificate showing the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in lien created by the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2applicable Debt Documents.

Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases (aother than for accounting and tax purposes) As and not loans, in the event any such Transactions are deemed to be loans, each Seller hereby pledges to Administrative Agent for the benefit of Buyers as security for the performance by the Borrower Sellers of all the termstheir Obligations and hereby grants, covenants assigns and agreements on the part of the Borrower pledges to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, Agent for the benefit of the Secured Parties, Buyers a fully perfected first priority security interest in the Purchased Mortgage Loans, the records, and all servicing rights related to the Purchased Mortgage Loans, the Repurchase Documents (to the extent such Repurchase Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans), any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property, any Takeout Commitments relating to any Purchased Mortgage Loan, all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the related Mortgaged Property, including but not limited to any payments or proceeds under any related primary insurance or hazard insurance, any Income relating to any Purchased Mortgage USActive 5531664.18 -41- Loan, the Collection Account, the Payment Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, and any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other payments, rights to payment (including payments of interest or finance charges) and general intangibles to the extent that the foregoing relates to any Purchased Mortgage Loan and any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans, the servicing of the Borrower’s rightPurchased Mortgage Loans, all collateral and distributions and any other property, rights, title and interest inor interests as are specified on an Exception Report with respect to any of the foregoing, to and under the followingin all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “CollateralRepurchase Assets”): ). The Administrative Agent and the Sellers hereby agree that in order to further secure a Seller’s Obligations hereunder, each Seller hereby grants to the Administrative Agent, for the benefit of Buyers, a security interest in (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any as of the Pledged Timeshare Loans on date hereof, each Seller’s rights (but not its obligations) under the Loan Documents including without limitation any rights to receive payments thereunder or after any rights to collateral other than collateral released in accordance with the respective Cutoff Dates for Loan Documents thereunder whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Pledged Timeshare Loans; “Loan Rights”) and (ii) as of the Related Security Loan Document Termination (as defined below), all collateral other than collateral released in accordance with respect the Loan Documents however defined or described under the Loan Documents to the Pledged Timeshare Loans; extent not otherwise included under the definitions of Repurchase Assets or Loan Rights whether now owned or hereafter acquired, now existing or hereafter created (iii) such collateral, “Additional Collateral”). As of the Account Collateral; (iv) Loan Document Termination, all Hedge Collateral; (v) Additional Collateral shall be deemed to be part of Repurchase Assets. For the Sale and Contribution avoidance of doubt, the Loan Rights shall be deemed to be part of the Repurchase Assets as of the date hereof. The Sellers shall deliver an irrevocable instruction to the administrative agent under the Loan Documents that upon receipt of notice of an Event of Default under this Repurchase Agreement, the Servicing Agreement, the Custody Agreement administrative agent thereunder is authorized and any other Facility Document instructed to which the Borrower is a party and all remedies thereunder and the assignment remit to the Administrative Agent of hereunder directly any amounts otherwise payable to Sellers and to deliver to the Administrative Agent all UCC financing statements filed by collateral otherwise deliverable to the Borrower against Seller under or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all Sellers. In furtherance of the foregoing, including all proceeds such notice shall also require, upon repayment of the conversion thereof, voluntary or involuntary, into cash Loans under the Loan Agreement or other liquid propertytermination of the Loan Documents (each a “Loan Document Termination”), all cash proceedsthat the Loan Document administrative agent deliver to the Administrative Agent hereunder any collateral then in its possession or control. For the avoidance of doubt, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights any payments due to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or Sellers as part of the Loan Rights shall only be remitted to the Administrative Agent hereunder following receipt by the Loan Document administrative agent of notice of an Event of Default. The foregoing paragraph is intended to constitute a security agreement or are included in other arrangement or other credit enhancement related to the proceeds Repurchase Agreement and transactions hereunder as defined under Section 101(47)(v) of the foregoing; (vii) all accountsBankruptcy Code. The Sellers hereby authorize the Administrative Agent to file such financing statement or statements relating to the Repurchase Assets as the Administrative Agent, general intangiblesat its option, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) may deem appropriate. The Borrower hereby authorizes Sellers shall pay the filing of costs for any financing statements, and continuation statement or statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words prepared pursuant to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 28.

Security Interest. (a) As security for To secure the payment, observance and performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Document, including the payment when due of all Borrower Secured Obligations, the Borrower Borrower, and each of the Guarantors, hereby mortgages, pledges and assigns all of the Collateral to the Lender and grants to the Administrative AgentLender a continuing Security Interest in, and a continuing Lien upon, all of the Collateral. The Borrower and the Guarantors acknowledge that the security interest and liens in the Collateral are held by the Lender for the benefit of the Lender and any Affiliate of Lender which issues letters of credit or otherwise extends credit to the Borrower under the terms of this Agreement, including, without limitation, First Union National Bank of North Carolina, and upon the occurrence of an Event of Default, to the extent proceeds are realized from the disposition of the Collateral in accordance with the terms of this Agreement, the proceeds shall be applied by Lender to the Secured PartiesObligations, including, without limitation, the obligations of the Borrower to FUNBNC under the Guaranty and Reimbursement Agreement, in accordance with the terms of this Agreement. (b) As additional security for all of the Secured Obligations, the Borrower and each of the Guarantors, grants to the Lender a security interest in Security Interest in, and assigns to the Lender all of the Borrower’s 's and each of the Guarantors' right, title and interest inin and to, any deposits or other sums at any time credited by or due from the Lender or the Lender's Affiliates to and under the following, whether now owned Borrower or hereafter acquired, now existing the Guarantors with the same rights therein as if the deposits or hereafter createdother sums were credited by or due from the Lender. The Borrower, and wherever located each of the Guarantors, hereby authorizes the Lender's Affiliates to pay or deliver to Lender, without necessity on the Lender's part to resort to other security or sources of reimbursement for the Secured Obligations, at any time upon the occurrence of any Default and without further notice to the Borrower or the Guarantors (collectivelysuch notice being expressly waived), the “Collateral”): (i) the Pledged Timeshare Loans, together with all Collections and all monies due (including any payments made under any guarantee or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment of any of the Pledged Timeshare Loans on aforesaid deposits (general or after special, time or demand, provisional or final) or other sums for application of any Secured Obligation, irrespective of whether any demand has been made or whether such Secured Obligation is mature, and the respective Cutoff Dates rights given the Lender hereunder are cumulative with the Lender's other rights and remedies, including other rights of set-off. The Lender will promptly notify the Borrower of its receipt of any such funds for the Pledged Timeshare Loans; (ii) the Related Security with respect application to the Pledged Timeshare Loans; (iii) Secured Obligations, but failure to do so will not affect the Account Collateral; (iv) all Hedge Collateral; (v) validity or enforceability thereof. The Lender may give notice of the Sale above grant of a Security Interest in and Contribution Agreementassignment of the aforesaid deposits and other sums, and authorization, to, and make any suitable arrangements with, any such Affiliate of the Servicing AgreementLender for effectuation thereof, the Custody Agreement and any other Facility Document to which the Borrower is a party hereby irrevocably appoints the Lender as its attorney-in-fact to collect any and all remedies thereunder and the assignment such deposits or other sums to the Administrative Agent of all UCC financing statements filed extent any such payment is not made to the Lender by the Borrower against Seller under such Affiliate or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of the foregoing; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property of the Borrower, whether tangible or intangible; and (viii) all income and proceeds of the foregoing (b) The Borrower hereby authorizes the filing of financing statements, and continuation statements and amendments thereto and assignments thereof, describing the collateral covered thereby as “all of debtor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2participant.