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 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) 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, during the continuance of an 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 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) the Lock-Boxes and Collection 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 Collection Accounts and amounts on deposit therein, (v) all rights (but none of the obligations) of the Seller under 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 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 amounts received or receivable under any or all of, the foregoing. The Administrative Agent (for the benefit of the BorrowerSecured Parties) shall have, whether tangible or intangible; and with respect to all the Seller Collateral, and in addition to all the other rights and remedies available to the Administrative Agent (viii) all income and proceeds for the benefit of the foregoing (b) Secured Parties), all the rights and remedies of a secured party under any applicable UCC. The Borrower 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 Agreement. (b) Immediately upon the occurrence of the Final Payout Date, the Seller 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 Purchasers and the other Purchaser Parties hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Seller Collateral shall revert to the Seller; provided, however, that promptly following written request therefor by the Seller delivered to the Administrative Agent following any such termination, and at the expense of the Seller, the Administrative Agent shall execute and deliver to the Seller UCC-3 termination statements and such other documents as the Seller shall reasonably request to evidence such termination. (c) For the avoidance of doubt, the grant of security interest pursuant to this Section 23.09 shall be in addition to, and shall not be construed to limit or modify, the sale of Sold Assets pursuant to Section 2.01(b) or the Seller’s grant of security interest pursuant to Section 5.05.

Security Interest. The Assignment constitutes either (ax) As security for a valid transfer and assignment to the performance by the Borrower Trustee 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 inof the Transferor in and to the Receivables created in the Additional Accounts, 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 to become due with respect to any such Timeshare Loans) Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to become due or received by any Person in payment such Receivables and all proceeds 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 of such property will be held by the Trust free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or under any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of every kind a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and nature whatsoever all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing upon the conveyance of such Receivables to the Trustee, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts designated pursuant to the Assignment, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) of any of the foregoing, including all proceeds upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) 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 UCC as in effect in the proceeds applicable jurisdiction), except for Liens permitted under subsection 2.05(b) 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 Pooling 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 2Servicing Agreement.

Security Interest. This Assignment constitutes either (ax) As security for a valid transfer and assignment to the performance by the Borrower Trustee 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 inof the Transferor in and to the Receivables created in the Additional Accounts, 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 to become due with respect to any such Timeshare LoansReceivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds (as defined in the UCC as in effect in the applicable jurisdiction) 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 of such property will be held by the Trustee free and clear of any Lien except for (i) Liens permitted under subsection 2.05(b) of the Pooling and Servicing Agreement, (ii) the interest of the Transferor as Holder of the Transferor Certificate and (iii) the Transferor’s right to receive interest accruing on, and investment earnings in respect of, the Finance Charge Account, the Principal Account or under any Series Account, as provided in the Pooling and Servicing Agreement and any related Supplement or (y) a grant of every kind a security interest (as defined in the UCC as in effect in the applicable jurisdiction), in such property to the Trustee, which is enforceable with respect to then existing Receivables of the Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and nature whatsoever all proceeds of any of the foregoing upon the conveyance of such Receivables to the Trust, and which will be enforceable with respect to the Receivables thereafter created in respect of Additional Accounts conveyed hereby, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing upon such creation; and (z) if the Assignment constitutes the grant of a security interest to the Trustee in such property, upon the filing of the financing statements as described in Section 2.01 of the Pooling and Servicing Agreement with respect to such Additional Accounts, all monies due or to become due with respect to such Receivables (including all Finance Charge Receivables), all amounts received with respect thereto, all Insurance Proceeds relating to such Receivables and all proceeds of any of the foregoing, including all proceeds upon such creation, the Trust shall have a first priority perfected security interest in such property (subject to Section 9-315(c) 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 UCC as in effect in the proceeds applicable jurisdiction), except for Liens permitted under subsection 2.05(b) 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 Pooling 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 2Servicing Agreement.

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 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 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 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 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 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 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 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 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 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 pledges, assigns and grants to the Administrative Agent, for the benefit of the Secured Parties, Bank a continuing first priority security interest in all of the Borrower’s right, title and interest inin and to all of the Collateral to secure the prompt and complete payment and performance when due of all of the Obligations. (b) Notwithstanding anything to the contrary contained herein, to (i) Borrower and each other obligated party shall remain liable under the followingServicing Agreements, contracts and other agreements to which such Person is a party and which are included in the Collateral and shall perform all of its respective duties and obligations thereunder to the same extent as if this Agreement had not been executed, and (ii) Bank shall not have any obligation or liability under any of the Servicing Agreements, contracts and other agreements included in the Collateral by reason of this Agreement, nor shall Bank be obligated to perform any of the obligations or duties of Borrower or any other obligated party thereunder or to take any action to collect or enforce any claim for payment assigned hereunder. (c) At any time and from time to time, upon the written request of Bank, and at the sole expense of Borrower, Borrower will promptly and duly execute and deliver, or will promptly cause to be executed and delivered, such further instruments and documents and take such further action as Bank may reasonably request for the purpose of obtaining or preserving the full benefits of this Agreement and of the rights and powers herein granted, including, without limitation, the filing of any financing or continuation statements under the UCC. Borrower hereby irrevocably authorizes Bank at any time and from time to time to prepare and file one or more financing statements (and any continuation statements and amendments thereto) describing the Collateral whether or not Borrower’s signature appears thereon. (d) Servicing Rights under Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae will have a market value of zero for purposes of determining the Borrowing Base until the date on which an Acknowledgment Agreement covering such Servicing Rights has been executed and delivered by Borrower, Bank and ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ Mac or ▇▇▇▇▇▇ Mae, as applicable. (e) At any time following the occurrence and during the continuation of a Default or in connection with the implementation of any servicing advance receivable sublimit that Bank may approve, Borrower shall establish and maintain with Bank: (i) a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank — ▇▇▇▇▇▇ ▇▇▇ Servicing Rights Account”, which account shall be established for the purpose of holding cash proceeds of ▇▇▇▇▇▇ Mae Servicing Rights for the benefit of Bank; (ii) if any third parties other than Agencies become Approved Investors, a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank—Non Agency Account,” which account shall be established by Bank for the purpose of holding cash proceeds of Servicing Rights and Servicing Receivables other than Agency Servicing Rights for the benefit of Bank; (iii) if ▇▇▇▇▇▇ ▇▇▇ becomes an Approved Investor, a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank — ▇▇▇▇▇▇ Mae Servicing Rights Account”, which account shall be established by Bank for the purpose of holding cash proceeds of ▇▇▇▇▇▇ ▇▇▇ Servicing Rights for the benefit of Bank; and (iv) if ▇▇▇▇▇▇▇ Mac becomes an Approved Investor, a demand deposit account with Bank styled “▇▇▇▇▇▇▇▇▇.▇▇▇, LLC in trust for EverBank — ▇▇▇▇▇▇▇ Mac Servicing Rights Account”, which account shall be established by Bank for the purpose of holding cash proceeds of ▇▇▇▇▇▇▇ Mac Servicing Rights for the benefit of Bank (each such account, a “Pledged Deposit Account”. Each Pledged Deposit Account shall be in the form of a time deposit or demand account. Following the establishment of any Pledged Deposit Account, Pledged Servicing Receivables and Pledged Servicing Rights funds received and retained by Borrower pursuant to the applicable Servicing Agreement shall promptly, and in any event within two (2) Business Days after receipt, be deposited in the appropriate Pledged Deposit Account. Funds deposited in the Pledged Deposit Accounts (including any interest paid on such funds) may be distributed only with the consent of Bank. Prior to Borrower making any withdrawal from the custodial account or any other clearing account maintained under the related Servicing Agreement, Borrower, as applicable shall instruct any subservicer(s) and the related depository institution(s) to remit all collections, payments and proceeds in respect of any Pledged Servicing Receivables or Pledged Servicing Rights into the appropriate Pledged Deposit Account. Borrower shall not withdraw or direct the withdrawal or remittance of any amounts on account of any Pledged Servicing Receivables or Pledged Servicing Rights income related to any Servicing Agreement from any custodial account into which such amounts have been deposited other than to remit to the appropriate Pledged Deposit Account. (f) Notwithstanding anything to the contrary herein or any of the other Loan Documents, the pledge of Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇ shall only secure Borrower’s debt to Bank incurred for the purposes of (a) purchasing additional Mortgage Loan servicing rights and retaining current Mortgage Loan servicing rights, (b) purchasing a mortgage banking company (including a management buyout of an existing mortgage banking company) or (c) securing a warehouse line of credit; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent ▇▇▇▇▇▇ Mae supplements or amends the corresponding requirement, whether now owned in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, or hereafter acquired, now existing published announcements or hereafter createdotherwise waives or grants exceptions from such requirement, and wherever located in each instance, with the same substantive force and effect; provided further that the security interest created hereby is subject to the following provision to be included in each financing statement filed in respect hereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The Security Interest described in this financing statement is subject and subordinate to all rights, powers, and prerogatives of ▇▇▇▇▇▇ ▇▇▇ under and in connection with (i) the terms and conditions of that certain Acknowledgment Agreement, with respect to the Security Interest, by and between ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC (the “Debtor”) and EverBank and (ii) the Mortgage Selling and Servicing Contract, the ▇▇▇▇▇▇ ▇▇▇ Selling Guide, the ▇▇▇▇▇▇ Mae Servicing Guide and any supplemental servicing instructions or directives provided by ▇▇▇▇▇▇ ▇▇▇, all applicable master agreements (including applicable MBS pool purchase contracts and variances), recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between ▇▇▇▇▇▇ Mae and the Debtor, and all as amended, modified, restated or supplemented heretofore and hereafter from time to time (collectively, the “Collateral▇▇▇▇▇▇ ▇▇▇ Lender Contract”):), which rights, powers, and prerogatives include, without limitation, the right of ▇▇▇▇▇▇ ▇▇▇ to terminate the ▇▇▇▇▇▇ Mae Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights as therein provided. (g) Notwithstanding anything to the contrary contained herein or in any of the other Loan Documents, to the extent that Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇▇ Mac shall at any time be included within the security interest created hereby, such security interest shall only secure Borrower’s indebtedness and obligations to Bank incurred for (i) the purposes of securing (a) a warehouse line of credit and used for one of the purposes set forth in clauses (b) through (e), (b) a loan whose proceeds have been or will be used to acquire rights in such ▇▇▇▇▇▇▇ Mac Servicing Agreement in accordance with the provisions of the ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇’ and Servicers’ Guide, (c) a loan whose proceeds have been or will be used to acquire assets of, or stock issued by, Borrower, (d) a loan whose proceeds have been or will be used to purchase from another mortgage banking company the contract right to service Mortgage Loans, or to purchase assets of, or stock issued by, such company, (e) a loan whose proceeds have been or will be used as working capital, or (ii) any other purpose which ▇▇▇▇▇▇▇ Mac, in its sole and absolute discretion, considers to be consistent with the purposes of its Acknowledgment Agreement to be executed among Borrower, Bank and ▇▇▇▇▇▇▇ Mac; provided, that the foregoing provisions of this paragraph shall be deemed automatically supplemented or amended if and to the extent ▇▇▇▇▇▇▇ Mac supplements or amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements or published announcements or otherwise waives or grants exceptions from such requirement, and in each instance, with the same substantive force and effect; and provided further that the security interest so created will be subject to the following provision to be included in each financing statement filed in respect thereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The security interest referred to in this financing statement is subject and subordinate in each and every respect (a) to all rights, powers and prerogatives of one or more of the following: the Federal Home Loan Mortgage Corporation (“▇▇▇▇▇▇▇ Mac”), the Federal National Mortgage Association (“▇▇▇▇▇▇ Mae”), the Government National Mortgage Association (“▇▇▇▇▇▇ ▇▇▇”) or such other investors that own mortgage loans, or which guaranty payments on securities based on and backed by pools of mortgage loans, identified on the exhibit(s) or schedule(s) attached to this financing statement (the “Investors”); and (b) to all claims of an Investor arising out of any and all defaults and outstanding obligations of the debtor to the Investor. Such rights, powers and prerogatives of the Investors may include, without limitation, one or more of the following: the right of an Investor to disqualify the debtor from participating in a mortgage selling or servicing program or a securities guaranty program with the Investor; the right to terminate contract rights of the debtor relating to such a mortgage selling or servicing program or securities guaranty program; and the right to transfer and sell all or any portion of such contract rights following the termination of those rights. (h) To the extent that Borrower’s right, title and interest in mortgage servicing rights under Approved Servicing Agreements with ▇▇▇▇▇▇ ▇▇▇ shall at any time be included within the security interest created hereby, Bank acknowledges and agrees that (x) Borrower is entitled to servicing income with respect to a given mortgage pool only so long as Borrower is an issuer in good standing pursuant to ▇▇▇▇▇▇ Mae rules, regulations, guides and similar announcements; (y) upon Borrower’s loss of such good-standing issuer status, Bank’s rights to any servicing income related to a given mortgage pool also terminate; and (z) the pledge of Borrower’s rights to servicing income conveys no rights (such as a right to become a substitute servicer or issuer) that are not otherwise specifically provided for in the rules, regulations, guides or similar announcements by ▇▇▇▇▇▇ ▇▇▇, provided that this sentence shall automatically be deemed amended or modified if and to the extent ▇▇▇▇▇▇ Mae amends the corresponding requirement, whether in its rules, regulations, guides, Servicing Agreements, Acknowledgment Agreements, if any, or published announcements and provided further that the security interest so created will be subject to the following provision to be included in each financing statement filed in respect thereof (defined terms used below shall have the meaning set forth in the applicable Acknowledgment Agreement): The property subject to the security interest reflected in this instrument includes all of the right, title and interest of ▇▇▇▇▇▇▇▇▇.▇▇▇, LLC (“Debtor”) in certain mortgages and/or participation interests related to such mortgages (“Pooled Mortgages”) and pooled under the mortgage-backed securities program of the Government National Mortgage Association (“▇▇▇▇▇▇ ▇▇▇”), pursuant to section 306(g) of the National Housing Act, 12 U.S.C. § 1721(g); To the extent that the security interest reflected in this instrument relates in any way to the Pooled Mortgages, such security interest is subject and subordinate to all rights, powers and prerogatives of ▇▇▇▇▇▇ ▇▇▇, whether now existing or hereafter arising, under and in connection with: (i) 12 U.S.C. § 1721(g) and any implementing regulations; (ii) the terms and conditions of that certain Acknowledgment Agreement, with respect to the Security Interest, by and between ▇▇▇▇▇▇ Mae, Debtor and EverBank; (iii) applicable Guaranty Agreements and contractual agreements between ▇▇▇▇▇▇ ▇▇▇ and the Debtor; and (iv) the ▇▇▇▇▇▇ Mae Mortgage-Backed Securities Guide, Handbook 5500.3 Rev. 1, and other applicable guides; and Such rights, powers and prerogatives of ▇▇▇▇▇▇ ▇▇▇ include, but are not limited to, ▇▇▇▇▇▇ Mae’s right, by issuing a letter of extinguishment to Debtor, to effect and complete the extinguishment of all redemption, equitable, legal or other right, title or interest of the Debtor in the Pooled Mortgages, in which event the security interest as it relates in any way to the Pooled Mortgages shall instantly and automatically be extinguished as well. (i) The value of all Servicing Rights and/or Pledged Servicing Rights, as applicable, to Bank shall be periodically determined as required by Bank, and the Pledged Timeshare LoansBorrowing Base shall be adjusted to reflect each such determination and updating of the value of such Collateral; provided that, together with all Collections notwithstanding any other provision hereof to the contrary, Bank shall have the right, exercisable from time to time (daily or less often) in its sole discretion on any day after the occurrence 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 during the continuance of any Default or Event of Default to ▇▇▇▇ the Servicing Rights to market, whereupon, for purposes of determining the value of the Pledged Timeshare Loans Collateral for that day (and for each day thereafter until it shall thereafter be evaluated or re-evaluated by such an approved appraiser or broker or again marked to market by Bank) such Servicing Rights shall be equal to the market value on or after that day as determined by Bank in its sole and absolute discretion without regard to the respective Cutoff Dates then-current Servicing Rights Appraisal (which market value Borrower acknowledges may be nominal). Borrower acknowledges that a determination by Bank of market value pursuant to this Agreement is for the Pledged Timeshare Loans;limited purpose of determining value of the Collateral for lending purposes under this Agreement without the ability to perform customary purchaser’s due diligence and is not necessarily equivalent to a determination of the fair market value of Collateral achieved by obtaining competing bids in an orderly market in which the servicer is not in default, insolvent or the subject of a case in bankruptcy and the bidders have adequate opportunity to perform customary diligence. (iij) In the Related Security with respect to event that the Pledged Timeshare Loans; (iii) buyer under the Account Collateral; (iv) all Hedge Collateral; (v) Mortgage Warehouse Agreement releases its security interest in any Purchased Mortgage Loans or other assets in which such buyer has a security interest under the Sale and Contribution Warehouse Loan Agreement, then (except under the Servicing Agreementcircumstances specified in the last sentence of section (c) of Exhibit I hereto), 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 security interest 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 such Purchased Mortgage Loans or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights assets that has been granted to payment of any Bank hereunder shall automatically and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or without further action on the 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 Bank be broader in scope than the collateral described in this Section 2released hereunder.

Security Interest. (a) As security for Subject to the performance by terms and conditions of the Borrower Intercreditor Agreement, to secure the timely repayment of the principal of, and interest on, the Promissory Notes, 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 and the payment prompt performance when due of all covenants of the Borrower Obligationshereunder and under any other Transaction Document, whether now or hereafter existing or arising, due or to become due, direct or indirect, the Borrower hereby grants to the Administrative AgentGWG Trust, for the benefit of the Secured Parties, a continuing, senior security interest 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 createdarising: (A) the equity and beneficial interests in GWG DLP Funding II, LLC and any Subsidiary of the Borrower, (B) all bank accounts of the Borrower and all funds, investments and other items of value therein, including the LifeNotes Account, (C) to the extent permitted by Applicable Law, all other assets of the Borrower and (D) all proceeds of, 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 amounts received or similar credit enhancement receivable with respect to any such Timeshare Loans) of, the foregoing. In addition, subject to become due or received by any Person in payment of any the terms of the Pledged Timeshare Loans on or after pledge agreements in favor of GWG Trust, each of the respective Cutoff Dates for parties set forth in Schedule 1.0 agrees to pledge each of the Pledged Timeshare Loans; (ii) equity interests set forth in Schedule 1.0 in GWG Holdings, Inc. to secure the Related Security with respect to timely repayment of the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale principal of, and Contribution Agreementinterest on, the Servicing AgreementPromissory Notes. All of the rights and assets described in the foregoing sentences are herein referred to collectively as “Collateral”. The Borrower, 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 owners set forth in connection with the Sale Schedule 1.0 shall, 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 owners set forth in Schedule 1.0 shall cause GWG Trust to, file such financing statements, and continuation execute and deliver such agreements, certificates and documents, and take such other actions, as the GWG Trust reasonably requests in order to perfect, evidence or protect the security interest granted pursuant to Section 2.6(a). The Borrower, and the owners set forth in Schedule 1.0 hereby authorize GWG Trust to file such financing statements and amendments thereto and assignments thereof, describing as GWG Trust may determine is reasonably necessary or advisable to perfect such security interest without the collateral covered thereby as “signature of the Borrower or the owners set forth in Schedule 1.0. Upon the payment by the Borrower of all of debtorthe Borrower’s personal property Loans then outstanding or assets” or words to that effectthe terms for release under the pledge agreement, notwithstanding that such wording may the security interest in the Collateral related thereto for the benefit of the Lenders shall be broader in scope than released by the collateral described in this Section 2GWG Trust.

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 security for the performance by the Borrower To secure payment of all the terms, covenants and agreements on the part of the Borrower to be performed Merchant's obligations under this Agreement or any other Facility DocumentAgreement, including the payment when due of all Borrower Obligations, the Borrower hereby Merchant grants to the Administrative Agent, for the benefit of the Secured Parties, Bank 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”):acquired: (ia) the Pledged Timeshare LoansTransactions, together with Sales Drafts, Credit Vouchers and other items submitted to Bank for processing by or for Merchant; (b) accounts receivable and payment rights relating to or arising from this Agreement, including all Collections and all monies amounts due Merchant (including any rights to receive credits or payments made under hereunder); (c) accounts (including without limitation all deposit accounts) maintained with the Bank or any guarantee institution other than Bank, including the Reserve Account, in the name of 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; benefit of, Merchant or any guarantor of Merchant's obligations under this Agreement ; (iid) deposits, regardless of source, to Merchant's or any guarantor's accounts with Bank or any institution other than Bank, inc1uding the Related Security with respect to the Pledged Timeshare Loans; Reserve Account; (iii) the Account Collateral; (ive) 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 deposits and all other property and interests in funds presented by Merchant to Bank or withheld by Bank, including funds and property withheld as the result of the Borrower, whether tangible or intangiblesecurity monitoring; and and (viiif) all income and proceeds of the foregoing . If Bank reasonably determines that Merchant has breached any obligation under this Agreement, or that proceeds of Merchant's future Card sales are unlikely to cover anticipated Chargebacks, credits, fees and adjustments, as reasonably determined by Bank (b) The Borrower hereby authorizes whether because this Agreement has been terminated or for any other reason), Bank may setoff or otherwise exercise its security interest without notice or demand by immediately withdrawing from or freezing any account or otherwise exercising its rights under this Agreement or those rights available under applicable laws, including the filing Utah Uniform Commercial Code, or in equity. In addition to the collateral pledged above, Bank may require Merchant to furnish such other and different security as Bank deems appropriate in its sole discretion to secure Merchant's obligations under this Agreement. Bank may fully or partially prohibit withdrawal by Merchant of financing statementsfunds from Merchant's deposit accounts maintained with Bank or financial institutions other than Bank, pending Bank's determination from time to time to exercise its rights as a secured party against such accounts in partial or full payment of Merchant's obligations to Bank. ▇▇▇▇▇▇▇▇ will execute any documents and take any actions required to comply with and perfect any security interest under this paragraph, at ▇▇▇▇▇▇▇▇'s cost. Merchant represents and warrants that no other party has a security interest or lien in any of the collateral pledged above, and continuation statements ▇▇▇▇▇▇▇▇ will obtain Bank's written consent before it grants a lien or security interest in that pledged collateral to any other person. Merchant shall not assign to any third party any payments due to it under this Agreement, and amendments thereto all indebtedness arising from Transactions will be for bona fide sales of goods and assignments thereofservices (or both) at its business locations and free of liens, describing claims, and encumbrances other than ordinary sales taxes; provided, however, that Merchant may sell and assign future Transaction receivables to Provider, its affiliated entities and/or any other cash advance funding source that partners with Provider or its affiliated entities, without consent from any Card Network. Notwithstanding the collateral covered thereby as “all of debtorforegoing, Provider prohibits Merchant from selling or assigning future Transaction receivables to any third party without Provider’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 2prior written consent.

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. Borrower and each Guarantor hereunder (a) As security for the performance by the Borrower of all the termseach a “Secured Guarantor” provided, covenants and agreements on the part of the Borrower however, that each reference to be performed under “Guarantor” in this Agreement or any other Facility Document, including the payment when due of all Borrower Obligations, the Borrower shall include each “Secured Guarantor”) hereby grants to Lender, the Administrative Agent, for the benefit of the Secured Partiessecured party hereunder, a continuing security interest in and to any and all Collateral as defined and described below to secure the prompt and complete payment and performance of the Borrower’s rightall debts, title liabilities and interest inobligations of Borrower to Lender hereunder, and also any and all other debts, liabilities and obligations of Borrower to Lender of every kind and under the followingdescription, whether now owned direct or hereafter acquiredindirect, absolute or contingent, primary or secondary, due or to become due, now existing or hereafter createdarising, relating to the Loan described in this Agreement, the preceding being true whether or not contemplated by the parties hereto at the time of the granting of this security interest, regardless of how such debts, liabilities and obligations arise or by what agreement or instrument they may be evidenced by, and wherever located the preceding includes Borrower’s obligations to perform acts and refrain from taking action as well as all obligations to pay Lender money including, without limitation, all interest, other fees and expenses under or related to the Loan (collectively, all of the preceding being the “Obligations”). The “Collateral”): ” means all of Borrower’s, and all of each Secured Guarantor’s, assets and personal property, whether now owned by or owing to, or hereafter acquired by or arising in favor of B▇▇▇▇▇▇▇ and each Secured Guarantor, and whether owned or consigned by or to, or leased from or to Borrower and each Secured Guarantor, regardless of where located, which shall include, without limitation: (a) any and all amounts owing to Borrower now or in the future from any merchant processor(s) processing charges made by customers of Borrower via credit card or debit card transactions; (b) cash and cash equivalents, (c) inventory, (d) equipment, (e) investment property, including certificated and uncertificated securities, securities accounts, security entitlements, commodity contracts and commodity accounts, (f) instruments, including promissory notes, (g) chattel paper, including tangible chattel paper and electronic chattel paper, (h) documents, (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(j) accounts, including health-care insurance receivables, (k) deposit accounts with any bank or other financial institution, (l) commercial tort claims as disclosed on Schedule 1, (m) general intangibles, including payment intangibles and software, (n) copyrights, patents and trademarks and all other property intellectual property, (o) fixtures, (p) goods, (q) letters of credit, letter-of-credit rights, and interests supporting obligations, and (r) as-extracted collateral. The preceding terms used in property defining the term “Collateral” not otherwise defined in this Agreement shall have the meaning as such terms may from time to time be defined in the Uniform Commercial Code in effect in the State of Utah (“UCC”). The security interest Borrower and each Secured Guarantor grants herein includes all accessions to, substitutions for and replacements, proceeds (including stock rights), insurance proceeds and products of the Borrowerforegoing subsections (a) through (r), whether tangible together with all books and records, customers lists, credit files, computer files, programs, printouts, and other computer materials and records related thereto and any general intangibles (as defined in the UCC) at any time evidencing or intangible; and (viii) all income and proceeds relating to 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 . Lender disclaims any security interest in scope than the collateral described household goods in this Section 2which Lender is forbidden by applicable law from taking a security interest.

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 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, Seller hereby sells, assigns and conveys to Buyer all rights and interests in the Purchased Assets, Participation Certificates, Agency Securities and under each Take-out Commitment, including without limitation its right and entitlement to receive the entire Take-out Price specified in each Take-out Commitment from a Take-out Investor. 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 Seller of its Obligations and hereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in the Borrower of Purchased Assets, the Records, all Servicing Rights related to the termsPurchased Assets and Transaction Mortgage Loans, covenants the Facility Documents (to the extent such Facility Documents and agreements on Seller’s right thereunder relate to the part Purchased Assets), any Property relating to any Purchased Asset or the related Mortgaged Property, and rights to reimbursement thereof related to the Purchased Assets, all Agency Securities related to Pooled Loans that are Purchased Assets or right to receive such Agency Security when issued to the extent backed by any of the Borrower Transaction Mortgage Loans, all rights to be performed payment of mortgage guaranties and insurance (issued by governmental agencies or otherwise), including FHA, VA and USDA claims, and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Purchased Assets and all claims and payments thereunder and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, 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, and all rights of Seller to receive from any third party or to take delivery of any of the foregoing, any and all replacements, substitutions, distributions on or proceeds of any or all of the foregoing, any Income relating to any Purchased Asset, the Securities Account, the Payment Account and any other contract rights, accounts (including any interest of Seller in escrow accounts), instruments, 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 other Facility Documentinterest in the Purchased Assets, and any proceeds (including the payment when due related securitization proceeds) and distributions and any other property, rights, title or interests as are represented by a Participation Certificate with respect to any of the foregoing, in all Borrower Obligationsinstances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the Borrower hereby grants “Repurchase Assets”). This paragraph is intended to constitute a security agreement or other arrangement or other credit enhancement related to the Administrative AgentAgreement and transactions hereunder as defined under Section 101(47)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code. (ii) Seller acknowledges that 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 . 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)(A)(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;Bankruptcy Code. (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 Seller 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 Repurchase Assets as Buyer, 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. On each Purchase Date, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets identified on the related Asset Schedule and the Repurchase Assets. 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, 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, any Agency Security or right to receive such Agency Security when issued but only to the extent backed by any of the Purchased Assets, the Records, and all Servicing Rights, Ancillary Income and Advance Reimbursements 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), 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 and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent 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 or its Affiliates 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 Custodian Asset Transmission 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”). In the event that Seller is deemed to the Administrative Agentretain 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 Loansthe 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 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 the Timeshare Interests related to such Pledged Timeshare Loans that has been foreclosed upon and remarketed and which relates to the Barbados Resort, the Cabo Azul Resort, the La Pacifica Resort or the Craigendarroch 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 22.13. The Borrower authorizes the Administrative Agent to file financing or continuation statements, and amendments thereto and assignments thereof, relating to the Pledged Timeshare Loans and the other Collateral without the signature of the Borrower. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. This Agreement shall constitute a security agreement under applicable law. (c) The Borrower represents and warrants that each remittance of Collections by it to the Administrative Agent, the Managing Agents or the Lenders hereunder will have been (i) in payment of a debt incurred by the Borrower in the ordinary course of business or financial affairs of the Borrower and (ii) made in the ordinary course of business or its financial affairs.

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 security for Additional Borrower agrees that it is a Borrower, jointly and severally with Borrower, under the performance Financing Agreement and the other Loan Documents and is bound by the Borrower of all the terms, covenants and agreements on the part of the provisions thereunder, as if Additional Borrower to be performed under this had executed the Financing AQUA Assumption Agreement or any (8K-exhibit 10 1).doc Agreement and the other Facility DocumentLoan Documents together with Borrower, including the payment when due of all Borrower Obligationsincluding, without limitation, the granting of the security interests thereunder. In furtherance of the foregoing, Additional Borrower hereby grants transfers and assigns to the Administrative Agent, Lender for its benefit and the benefit of the Secured Partiesits Affiliates, and grants to Lender, subject to Permitted Liens, a first priority Lien on and first security interest in all of Additional Borrower's personal property, including, without limitation, the Borrower’s right, title following Property and interest in, to and under the following, in Property of Additional Borrower whether now owned or hereafter acquired, now existing or hereafter created, acquired or arising and wherever located (collectively, the “Collateral”):wheresoever located. (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 LoansAll Receivables; (ii) all property, and the Related Security with respect proceeds thereof, now or hereafter held or received by or in transit to the Pledged Timeshare Loans;Lender or held by others for Lender's account, including any and all deposits, balances, sums and credits of Additional Borrower with, and any and all claims of Additional Borrower against, Lender, at any time existing, (iii) all credit insurance policies, and all other insurance and all guarantees relating to the Account Receivables or other Collateral;, (iv) all Hedge Collateralbooks, records and other general intangibles evidencing or relating to Receivables or other Collateral and the computer hardware and software and media containing such books and records; (v) all deposits, or other security for the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and obligation of 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 person under or in connection with relating to Receivables, all of the Sale Additional Borrower's rights and Contribution Agreementremedies of whatever kind or nature it may hold or acquire for the purpose of securing or enforcing Receivables; (vi) all present right, title and future claims, demands, causes of action and choses in action in respect of any or all interest of the foregoing Additional Borrower in and to all goods relating to, or which by sale have resulted in, Receivables, including goods returned by or reclaimed or repossessed from Account Debtors and all payments on goods described in copies of invoices delivered by Additional Borrower to Lender; all rights of stoppage in transit, replevin, repossession and reclamation and all other rights and remedies of an unpaid vendor or under of every kind lienor, and nature whatsoever in respect of any or all of the foregoing, including all proceeds of any Letter of Credit naming Additional Borrower as beneficiary and which provides for, guarantees or assures 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 foregoingReceivable; (vii) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goodsdocuments, moneysgeneral intangibles, letters of creditdeposit accounts, investment property and letter of credit rights, certificates of deposit, deposit accounts and all other property and interests in property whether or not arising out of the Borrowersale of goods or rendition of services, whether tangible or intangible; andand including choses in action, causes of action, tax refunds (and claims), and reversions from terminated pension plans; (viii) all income Equipment; and AQUA Assumption Agreement (8K-exhibit 10 1).doc (ix) all proceeds of such Collateral, in any form, including cash, non-cash items, checks, notes, drafts and other instruments for the foregoing (b) The Borrower hereby authorizes the filing payment 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 2money.

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 the Transactions as Indebtedness for accounting and tax purposes), 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 of all the terms, covenants and agreements on the part Sellers 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, the Records, and all related servicing rights, 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, the Settlement Account, the Disbursement Account, any Interest Rate Protection Agreements relating to any Purchased Mortgage Loan, any accounts relating to any Purchased Mortgage Loan (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) 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 between the Sellers or its Affiliates on the one hand and the Buyer and 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 ). Each 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 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 the (collectively"Purchased Items"): all Mortgage Loans, all rights under each Purchase Agreement (but not the “Collateral”): obligations thereunder), all Mortgage Loan Documents, including without limitation all promissory notes, all Servicing Records (i) the Pledged Timeshare as defined in Section 24(c)), servicing agreements and any other collateral pledged or otherwise relating to such Mortgage Loans, 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 mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Loan, all servicing fees to which such Seller is entitled and rights relating to the Mortgage Loans, any Servicer accounts established pursuant to any Servicing Agreement and all monies due (including any payments made under any guarantee amounts on deposit therein, from time to time, all purchase agreements or similar credit enhancement with respect to any such Timeshare Loans) to become due other agreements or received by any Person in payment of any of the Pledged Timeshare Loans on contracts relating to, constituting, 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 Agreementotherwise governing, 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 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 Collection Account and all payments monies from time to time on deposit in the Collection Account, all Takeout Commitments now existing or under hereafter arising, covering any part of every kind the foregoing Purchased Items, all rights to deliver the Mortgage Loans to Takeout Investors or to permanent investors and nature whatsoever other purchasers pursuant thereto and all proceeds resulting from the disposition of such Purchased Items pursuant thereto, including the Seller's right and entitlement to receive the entire Takeout Price specified in respect of each Takeout Commitment, all "general intangibles", "accounts", "chattel paper" and "investment property" as defined in the Uniform Commercial Code 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 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 Agent, for Bank and gives 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) 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 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 (collectivelythe "Purchased Items"): all Mortgage Assets, all rights under each Purchase Agreement (but not the “Collateral”): (i) obligations thereunder), all Mortgage Asset Files, including without limitation all promissory notes, all Servicing Records relating to the Pledged Timeshare LoansMortgage 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 mortgage guaranties and insurance (issued by governmental agencies or otherwise) and any mortgage insurance certificate or other document evidencing such mortgage guaranties or insurance relating to any Mortgage Asset, all servicing fees to which such the applicable Seller is entitled and servicing and other rights relating to the Mortgage Assets, all Servicer Accounts established pursuant to any Servicing Agreement and all monies due (including any payments made under any guarantee amounts on deposit therein, from time to time, all Purchase Agreements or similar credit enhancement with respect to any such Timeshare Loans) to become due other agreements or received by any Person in payment of any of the Pledged Timeshare Loans on contracts relating to, constituting, 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 Agreementotherwise governing, 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 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 of every kind credited to, the Controlled Accounts, 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 Sellers and Buyer intend that the filing Transactions hereunder be sales to Buyer of financing statementsthe Purchased Assets and not loans from Buyer to the applicable Seller secured by the Purchased Assets. 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 continuation statements and amendments thereto and assignments thereof, describing as security for the collateral covered thereby as “performance by each Seller of all of debtor’s personal property such Seller's obligations to Buyer hereunder and the Transactions entered into hereunder ("Repurchase Obligations") and Seller-Related Obligations, each Seller hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Purchased Items and the Purchased Assets to Buyer to secure the Repurchase Obligations and Seller-Related Obligations, including without limitation the repayment of all amounts owing to Buyer hereunder. Each Seller agrees to ▇▇▇▇ its computer records and files to the extent practicable to evidence the interests granted to Buyer hereunder. All Purchased Items shall secure the payment of all obligations of each Seller now or assets” hereafter existing under this Agreement, including, without limitation, each Seller's obligation to repurchase Purchased Assets, or words if such obligation is so recharacterized as a loan, to repay such loan, for the Repurchase Price and to pay any and all other amounts owing to Buyer hereunder. (c) Pursuant to the Custodial Agreement, the Custodian shall hold the Mortgage Asset Files as exclusive bailee and agent for Buyer pursuant to the terms of the Custodial Agreement and shall deliver to Buyer Trust Receipts each to the effect that effectthe Custodian has reviewed such Mortgage Asset Files in the manner and to the extent required by the Custodial Agreement and identifying any deficiencies in such Mortgage Asset Files as so reviewed. (d) With respect to any portion of the Purchased Items which consist of "securities" or "security entitlements" (as defined in the UCC), notwithstanding that (x) in the case of any security represented by a "security certificate" (within the meaning of the UCC), the Custodian shall hold such wording may be broader security certificate, registered in scope than the collateral described name of the Custodian or indorsed to the Custodian in this Section 2blank (in the case of a security in "registered form" (within the meaning of the UCC)) and (y) in the case of a security entitlement, cause the relevant "securities intermediary" (as defined in the UCC) to indicate by book-entry the credit thereof to a "securities account" (as defined in the UCC), as to which the Custodian is the "entitlement holder" (as defined in the UCC). (e) In addition to and without limiting the generality of the foregoing, each Seller hereby grants to Buyer a security interest in each Interest Rate Protection Agreement relating to any Purchased Assets.

Security Interest. (ai) As On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Assets identified on the related Mortgage Loan Schedule and the Repurchase Assets on a servicing released basis. 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 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 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 related to any Purchased Asset, and all Servicing Rights related to the termsPurchased Assets, covenants the Facility Documents (to the extent such Facility Documents and agreements Sellers’ rights 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 Asset, the Collection Account, 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 and VA Loan Guaranty Agreements (if any), any Income relating to any Purchased Asset, any Interest Rate Protection Agreements to the extent relating to any Purchased Asset, and 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 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 any Seller or its Affiliates on the part one hand and Buyer or Buyer’s Affiliates on the other, and any proceeds (including the related securitization proceeds) and distributions of any of the Borrower to be performed under this Agreement or foregoing and any other Facility Documentproperty, including rights, title or interests as are specified on a Trust Receipt and Custodial Loan Transmission and Exception Report with respect to any of the payment when due of foregoing, in all Borrower instances, whether now owned or hereafter acquired, now existing or hereafter created (collectively, the “Primary Repurchase Assets”). (ii) In order to further secure the Obligations, the Borrower each of POP and PMC hereby grants grants, assigns and pledges to the Administrative Agent, for the benefit of the Secured Parties, 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, the Records related to any Underlying Repurchase Assets 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 rights thereunder relate to the Underlying Repurchase Assets), any Property relating to any Underlying Repurchase Asset or the related Mortgaged Property, any Takeout Commitments relating to any Underlying Repurchase Asset, 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, FHA Mortgage Insurance Contracts and VA Loan Guaranty Agreements (if any), any Income relating to any Underlying Repurchase Asset, any Interest Rate Protection Agreements to the extent relating to any Underlying Repurchase Asset, 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, 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 any Seller or its Affiliates, on the one hand, and Buyer or Buyer’s Affiliates, on the other, and any proceeds (including the related securitization proceeds) and distributions of any of the foregoing and any other property, rights, title or interests as are specified on a Mortgage Loan Schedule 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”, together with the Primary Repurchase Assets, the “Repurchase Assets”). Each of POP and PMC acknowledges and agrees that its rights with respect to the Repurchase Assets (including without limitation its security interest in the Purchased Assets 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 9) are and shall continue to be at all times junior and subordinate to the rights of Buyer under this Agreement. Each of POP and PMC agrees that it will provide notice of any action it takes with respect to the Underlying Repurchase Assets at any time that such Underlying Repurchase Assets are owned by or pledged to Buyer under this Agreement. Without limiting the generality of the foregoing and in the event that any Seller is 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 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)(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. Each 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 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 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 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 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, 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 (including, without limitation, any other accounts) or any interest in the Purchased 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 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 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 Sellers hereby authorizes the Buyer to file such financing statement or statements relating to the Repurchase Assets as the Buyer, at its option, may deem appropriate in order to perfect the security interest hereby granted. 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 28.

Security Interest. (a) As collateral 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 each Loan Party hereby grants to the Administrative Agentto, for the benefit of the Secured Partiesand creates in favor of, Lender, its successors and assigns, a 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 created, and wherever located acquired by each such Loan Party (collectively, the “Collateral”): ): all Inventory of any Loan Party (i) the Pledged Timeshare Loansincluding without limitation, together with all Collections such items that may be traded in, exchanged, reclaimed or repossessed from or returned by purchasers thereof), all Accounts, General Intangibles (including all monies and credits now due or to become due to any Loan Party from, and all monies due claims against, manufacturers or distributors of Inventory or other lending institutions), leases, rental contracts, rents and income, accessions, Deposit Accounts and the balance of every Deposit Account, reserve account and any other account of any Loan Party whether held by Lender or any other institution, all insurance proceeds, moneys or rights to payment of money (including any payments made under payment for the sale of Inventory), all Intellectual Property, all Equipment, all Goods not described herein with greater particularity, Instruments (including, for the avoidance of doubt, the Global Note), Documents, Contracts, Chattel Paper, Investment Property, Letter-of-Credit Rights, money, customer lists, computer tapes and disks, books of account and records, and the Proceeds and products of any guarantee of the foregoing, and all sums from vendors by way of holdbacks, rebates, refunds, discounts, bonuses and the like and all goods not otherwise described with greater particularity, in each case, except for any Excluded Assets. As used in this Agreement, the terms Inventory, Accounts, Account Debtor, General Intangibles, Deposit Accounts, Equipment, Goods, Instruments, Documents, Contracts, Chattel Paper, Investment Property, Letter-of-Credit Rights and Proceeds shall have the meanings provided in the UCC. (b) [reserved]. (c) Each Loan Party agrees to hold the Collateral in trust for and subject to the security interest of Lender. If any Collateral remains in the possession or similar credit enhancement control of any Loan Party’s agents or processors, such Loan Party shall notify such agents or processors of Lender’s security interest, and upon Lender’s request, shall instruct them to hold such Collateral for Lender’s account and subject to Lender’s instructions. (d) Each Loan Party will advise Lender promptly, in sufficient detail, of any change relating to the type, quantity or quality of the Collateral, or any event which could have a Material Adverse Effect on the value of the Collateral or the security interest herein granted to Lender. (e) Upon request by Lender, with respect to any such Timeshare Loans) Proceeds from all Account Debtors and other persons, entities and third parties (collectively, the “Payors”), each Loan Party shall enter into a customary lockbox agreement in form and substance satisfactory to become due or received by any Person Lender and 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 compliance with all applicable laws and regulations with respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale any Deposit Accounts into which any proceeds or reimbursements from Payors are deposited. each Loan Party shall enter into, and Contribution Agreementcause each depository, the Servicing Agreementsecurities intermediary or commodities intermediary to enter into, the Custody Agreement and any other Facility Document Control Agreements with respect 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 each deposit, deposit accounts and all other property and interests in property of the Borrowersecurities, whether tangible commodity 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 similar account maintained by such wording may be broader in scope than the collateral described in this Section 2Person.

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 10.03(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 take all further action, that may be necessary or desirable, or that Lender may reasonably request, in order to perfect and protect any security interest granted or purported to be granted hereby (including, without limitation, any security interest in and to any Permitted Investments) or to enable Lender to exercise and enforce its rights and remedies hereunder. (c) Notwithstanding anything in this Article 10 to the contrary, during the continuation statements and amendments thereto and assignments thereofof 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, during the continuation of 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 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 Buyers or Administrative Agent as agent and 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, Seller hereby pledges to Administrative Agent, as agent and for the benefit of the Buyers, 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, as agent and secured party for the benefit of the Secured PartiesBuyers, 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, 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, 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 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 “Repurchase Assets”). b. The Seller acknowledges that it has no rights to service the Purchased Mortgage Loans but only has rights as a party to the current Servicing Agreement. 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, as agent and secured party for the benefit of 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 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. (d) Notwithstanding anything to the contrary contained herein, For purposes of this Article 10 only, “Business Day” shall mean a day on which Lender and Lockbox Bank are both open for the conduct of substantially all of their respective banking business at the office in the city in which the Note is payable, with respect to Lender, and at the office in the city where the Lockbox Account is maintained, with respect to Lockbox Bank (in both instances, excluding Saturdays and Sundays).

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 Administrative Agent for the benefit of the Buyers 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, 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 related servicing rights, the Program Agreements (to the extent such Program Agreements and Sellers’ right thereunder relate to the Purchased Mortgage Loans), 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, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Sellers 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 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) ); 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 Administrative Agent 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 fully perfect Administrative Agent’s security interest created hereby for the benefit 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 AgreementBuyers. 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 Sellers hereby authorize the Administrative Agent of all UCC to file financing statements filed by relating to the Borrower against Seller under or in connection with Repurchase Assets, as the Sale and Contribution Agreement; (vi) all present and future claimsAdministrative Agent, 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 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 and the payment prompt performance when due of all covenants of the Borrower Obligationshereunder and under any other Transaction Document, whether existing or arising as of the Closing Date or thereafter, 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 owned, existing or arising as of the Closing Date or thereafter: all assets of the Borrower, including but not limited to all right, title and interest inof the Borrower in the Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and under against the followingSecurities Intermediary, whether now owned or hereafter acquired, now existing or hereafter createdin its capacity as owner of record of the Pledged Policies, and wherever located (collectivelythe Custodian; the Collection Account, the Reserve 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 of the Borrower. 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 each case, 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 each Advance Date, the Borrower shall have delivered or caused to be delivered, or 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 the occurrence of an Event of Default, 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 and is irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements and other documentation 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. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and amendments thereto authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and assignments thereofto enforce or collect any of the Collateral, describing upon the collateral covered thereby occurrence and during the continuance of an Event of Default. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as “the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, 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. (c) Upon the receipt of the related Net Proceeds by the Lenders after the sale of a Pledged Policy 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. Upon the indefeasible repayment in full of all of debtor’s personal property the Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, (i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall file, promptly upon written request, such releases or assets” or words assignments, as applicable, and to that effect, notwithstanding that take such wording may be broader other actions as the Borrower shall reasonably request in scope than the collateral described writing in this Section 2order to evidence any such release.

Security Interest. (aA) As security for To secure the full and punctual payment and performance of all present and future Indebtedness to the Lender or any successor or transferee thereof, including without limitation all promissory notes heretofore or hereafter executed by the Borrower of all pursuant to the termsLoan Agreement, covenants in principal, interest, deferral and delinquency charges, prepayment premiums, costs and attorney's fees, as therein stipulated, or under or pursuant to any present or future hedging or derivative agreements on the part of the Borrower relating to be performed under this Agreement interest rates, currency exchange rates or commodity prices (such as any swap agreement, any cap, collar, floor, exchange or forward transaction, any option, or other Facility Document, including the payment when due of all Borrower Obligationssimilar transaction), the Borrower hereby pledges, pawns, transfers and grants 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, 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 following property of the Borrower, whether tangible now owned or intangible; andexisting or hereafter acquired or arising (collectively the "Collateral"): 1, 000 shares of the common stock of Endeavor Pipeline Inc., an Oklahoma corporation (viii"Endeavor") represented by Certificate No. 1, dated April 9, 1998, registered in the Borrower's name, together with any additional shares of Endeavor issued hereafter as stock dividends, stock splits or otherwise, or shares received as a result of any merger or consolidation of Endeavor, all income rights of any nature whatsoever which may be issued or granted by Endeavor to the Borrower, all right, title and interest of the Borrower as a shareholder of Endeavor including without limitation the right to vote, all certificates and instruments representing or evidencing all such shares and rights, all cash, liquidation and other dividends now or hereafter declared thereon, all stock redemption payments and all other monies due or to become due thereunder, all stock warrants and other rights to subscribe to securities now or hereafter incident thereto or declared or granted in connection therewith, and all distributions (cash or property) made or to be made in connection therewith or incident thereto, and together with all proceeds of all or any of the foregoing, in whatever form. Endeavor is hereinafter sometimes referred to collectively as the "Subsidiary". (bC) The security interests are granted as security only and shall not subject the Lender to, or transfer or in any way affect or modify, any obligation or liability of the Borrower hereby authorizes with respect 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 Collateral or assets” or words to that effect, notwithstanding that such wording may be broader any transaction in scope than the collateral described in this Section 2connection therewith.

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 the Buyers otherwise pay 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 Agent, as agent for the benefit of Buyers, and hereby grants, assigns and pledges to the Secured PartiesAdministrative Agent, as agent for the Buyers, 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, accounts, 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) 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 (xvi) 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 the Administrative Agent, as agent for the Buyers, 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 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 Bankruptcy Code. Seller hereby authorizes the Administrative Agent to file such financing statement or statements relating to the Repurchase Assets and the Servicing Rights as the Administrative Agent, at its option, may deem appropriate, without the 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 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. ‌ 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, 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 instruments, investment property, contract rights, accounts (including any interest of the Borrower’s rightSeller in escrow accounts) and any other contract rights, 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 between Seller or Affiliates of Seller (other than E-Loan Auto Fund One, LLC) on the one hand and the Buyer or 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 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, 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 a. On each Purchase Date by delivery of the Transaction Request and Mortgage Loan Schedule and payment of the Purchase Price by Buyer, Seller thereby sells, assigns and conveys to Buyer 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 Seller of its Obligations and hereby grants, assigns and pledges to Buyer 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 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 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 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. 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 Buyer’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 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 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 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 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 Subject to the terms of the ▇▇▇▇▇▇ ▇▇▇ Acknowledgment Agreement, the Borrower hereby grants, pledges and assigns to the Administrative Agent (on behalf of and for the ratable benefit of each Secured Party) as security for 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 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 followingunder, in any case, whether now owned held 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▇▇▇▇▇▇ ▇▇▇ MSRs; (ii) the Related Security with respect to the Pledged Timeshare Loansall Servicing Income; (iii) the Collection Account Collateral;and all sums from time to time on deposit therein; 742613903 21686243 (iv) all Hedge Collateraleach Approved Subservicing Agreement to the extent it relates to the Mortgage Loans; (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 AgreementRelated Security; (vi) all rights to have and receive any of the Collateral described above, all accessions or additions to and substitutions for any of such Collateral, together with all renewals and replacements of any of such Collateral, all of the Borrower’s present and future claimsaccounts, demands, causes of action payment intangibles and choses in action in respect of general intangibles arising from or relating to any or Collateral; (vii) all of the foregoing Records relating to and all payments on or under of every kind and nature whatsoever in respect of any or all Proceeds of the foregoing, including all proceeds insurance and claims for insurance effected or held for the benefit of the conversion thereof, voluntary Borrower 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 the Administrative Agent in respect of any and every kind and other forms ▇▇▇▇▇▇ ▇▇▇ MSRs, in each case whether now existing or hereafter arising, accruing or accrued, but excluding, for the avoidance of obligations and receivablesdoubt, instruments and other property which at any time constitute all Servicing Advance Receivables (collectively, (i)-(vii), the “Collateral”); provided that the Borrower shall not assign or part of or are included in pledge to the proceeds Administrative Agent on behalf of the foregoing; (vii) all accountsLenders, 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 or grant a security interest in property any of the Borrower’s right, whether tangible title and interest, in to or intangible; andunder, the Excess Yield. (viiia) The parties acknowledge that ▇▇▇▇▇▇ ▇▇▇ has certain rights under the ▇▇▇▇▇▇ ▇▇▇ Acknowledgment Agreement, including the right to cause the Borrower to transfer servicing to a transferee servicer under certain circumstances as more particularly set forth therein. The transferee servicer shall have all income the rights and proceeds of remedies against the foregoingBorrower and the Collateral as set forth herein and under the UCC. (b) The Borrower hereby authorizes the filing of will promptly, at its own expense, execute and deliver such instruments and documents and deliver such financing statements, and continuation statements and amendments thereto take such other actions as the Administrative Agent may reasonably request from time to time in order to perfect, protect, evidence, exercise and assignments thereofenforce the Administrative Agent’s and each Lender’s interests, describing rights and remedies under and with respect to 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 Transaction Documents (other than the collateral described Acknowledgment Agreements), the Advances and the Collateral. To the extent the Borrower has filed or caused the filing of any document as provided above, the Borrower shall deliver to the Administrative Agent file-stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. (c) If the Borrower fails to perform any of its obligations in this Section 22.16, then the Administrative Agent may (but shall not be required to) perform or cause to be performed such obligation, and the costs and expenses incurred by the Administrative Agent in connection therewith shall be payable by the Borrower. Without limiting the generality of the foregoing, if the Borrower fails to perform any of its obligations, the Borrower authorizes the Administrative Agent, at the option of the Administrative Agent and the expense of the Borrower, at any time and from time to time, to take all actions and pay all amounts that the Administrative Agent reasonably deems necessary or appropriate to protect, enforce, preserve, insure, service, administer, manage, perform, maintain, safeguard, collect or realize on the Collateral, including the right to liquidate the Collateral (including the ▇▇▇▇▇▇ ▇▇▇ MSRs), and the Administrative Agent’s Liens and interests therein or thereon and to give effect to the intent of the Transaction Documents. No Potential Event of Default or Event of Default shall be cured by the payment or performance of any such obligation by the Administrative Agent on behalf of the Borrower. The Administrative Agent may make any such payment in accordance with any bill, statement or estimate procured from the appropriate public office or holder of the claim to 742613903 21686243 be discharged without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax assessment, sale, forfeiture, Tax Lien, title or claim except to the extent such payment is being contested in good faith by the Borrower in appropriate proceedings and against which adequate reserves are being maintained in accordance with GAAP. (d) Upon Payment in Full, the Administrative Agent shall release its security interests in the Collateral and promptly file termination statements with respect to each financing statement filed pursuant to this Section 2.16 and take such other action as may reasonably be requested by the Borrower to evidence such release.

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. (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 Administrative Agent for the benefit of the Buyers 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, 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 related servicing rights, the Program Agreements (to the extent such Program Agreements and Sellers’ right thereunder relate to the Purchased Mortgage Loans), 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, Income, the Collection Account, Interest Rate Protection Agreements, accounts (including any interest of Sellers 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 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”): ); provided, however, as to any Purchased Mortgage Loan the security interest shall automatically terminate upon payment in full to Administrative Agent of the Repurchase Price with respect thereto. In such event, (i) this Agreement shall constitute a security agreement, and the Pledged Timeshare Loans, together with Administrative Agent shall have all Collections of the rights of a secured party under applicable law and all monies due (including any payments made ii) each of the Sellers and each Buyer represents and warrants as to itself that each remittance of amounts by a Seller to such Buyer under any guarantee or similar credit enhancement with respect to any such Timeshare Loansthis Agreement will have been (x) to become due or received by any Person in payment of any a debt incurred by such Seller in the ordinary course of business or financial affairs of such Seller and such Buyer and (y) made in the ordinary course of business or financial affairs of such Seller and such Buyer. Sellers agree 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 for the benefit 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 AgreementBuyers. 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 Sellers hereby authorize the Administrative Agent of all UCC to file financing statements filed by relating to the Borrower against Seller under or in connection with Repurchase Assets, as the Sale and Contribution Agreement; (vi) all present and future claimsAdministrative Agent, 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 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 Assignor hereby grants to the Administrative Agent, for the benefit Factor as collateral to secure all of the Secured Partiesdebts, liabilities and obligations of Assignor to Factor under this Agreement, including all costs and expenses incurred by Factor in connection with the enforcement of its rights under this Agreement, a security interest in the following property of Assignor: (a) all of Accounts (other than Excluded Accounts), wherever located or situated, and whether now existing or arising in the Borrower’s rightfuture, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, at any time in the “Collateral”): (i) the Pledged Timeshare Loansfuture acquired by Assignor, together with all Collections proceeds and monies due or becoming due on such Accounts (other than Excluded Accounts); all guaranties, insurance and security for such Accounts (other than Excluded Accounts) ; all security reserves related to any Purchased Accounts; all of Assignor’s rights and interests in the goods giving rise to such Accounts (other than Excluded Accounts), and the rights associated with or related or pertaining to such goods, including without limitation the right of stoppage in transit and any and all monies due related insurance, any items substituted therefore as replacements and all additions thereto; (including any payments made under any guarantee b) all of Assignor’s chattel paper, instruments, general intangibles, securities, contract rights and insurance evidencing or similar credit enhancement with respect relating to any such Timeshare Loansthe Accounts (other than Excluded Accounts); (c) to become due or received by any Person in payment all equipment and inventory (other than Excluded Equipment), and (d) all proceeds of any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; foregoing (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 than the proceeds of Excluded Accounts and Excluded Equipment). Factor in its own name, or Factor’s collateral agent Electus 116 Trust in its name as the foregoing; (vii) all accountsagent of Factor, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts may file financing statements 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 foregoing collateral covered thereby as “all of debtorin any jurisdiction or office Factor or its collateral agent deems appropriate to perfect Factor’s personal property or assets” or words to that effect, notwithstanding that such wording may be broader security interest in scope than the collateral described in this Section 2.foregoing collateral. The term "

Security Interest. (a) As Although the parties intend that all Transactions hereunder be sales and purchases and not loans, other than for tax purposes, as described in Section 26(e), 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 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 Sellers’ 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, Income, the Collection Account, the Buydown Account, Interest Rate Protection Agreements, bank accounts (including any interest of Sellers 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 included in the Purchased Mortgage Loans (including, without limitation, any other bank 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 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) ). 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, Sellers hereby authorize 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 Buyer 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) 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. (a) As Although the parties intend (other than for U.S. federal tax purposes) 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 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 (collectivelylocated, is hereinafter referred to as the “CollateralPrimary Repurchase 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 Note identified on the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare LoansAsset Schedule; (ii) all rights to reimbursement or payment of the Related Security with Note and/or amounts due in respect to thereof under the Pledged Timeshare LoansNote identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any of the Account Collateralforegoing; (iv) all Hedge Collateral;“general intangibles”, “accounts”, “chattel paper”, “securities accounts”, “investment property”, “deposit accounts” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Base Indenture and the Series 2017-VF1 Indenture Supplement); and LEGAL02/43457575v11 (v) any and all replacements, substitutions, distributions on or proceeds of any and all of the Sale foregoing. (b) [Reserved] (c) Subject to the priority interest of the Indenture Trustee, Buyer and Contribution Seller hereby agree that in order to further secure Seller’s Obligations hereunder, Seller hereby assigns, pledges, conveys and grants to Buyer a security interest in (i) as of the Closing Date, Seller’s rights (but not its obligations) under the Program Agreements including 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 “Repurchase Rights”) and (ii) all collateral however defined or described under the Program Agreements to the extent not otherwise included under the definitions of Primary Repurchase Assets or Repurchase Rights (such collateral, “Additional Repurchase Assets,” and collectively with the Primary Repurchase Assets and the Repurchase Rights, the “Repurchase Assets”). (d) Seller hereby delivers an irrevocable instruction to the buyer under any Repurchase Document that upon receipt of notice of an Event of Default under this Agreement, the Servicing Agreementbuyer thereunder is authorized and instructed to (i) remit to Buyer hereunder directly any amounts otherwise payable to Seller and (ii) to deliver to Buyer all collateral otherwise deliverable to Seller, to the extent all obligations then due and owing under such Other Repurchase Agreements have been paid in full. In furtherance of the foregoing, upon repayment of the outstanding purchase price under any Other Repurchase Agreement and termination of all obligations of the Seller thereunder or other termination of the related Repurchase Documents following repayment of all obligations thereunder, the Custody Agreement related buyer under any Repurchase Document is hereby instructed to deliver to Buyer hereunder any collateral (as such term may be defined under the related Repurchase Documents) then in its possession or control. (e) Seller makes a subordinate pledge to the buyers under the Other Repurchase Agreements as security for the performance by Seller of its obligations thereunder and hereby grants, assigns and pledges to the buyers thereunder a subordinate security interest in all of Seller’s right, title and interest in, to and under (i) the Note identified on the Asset Schedule; (ii) all rights to reimbursement or payment of the Note and/or amounts due in respect thereof under the Note identified on the Asset Schedule; (iii) all records, instruments or other documentation evidencing any other Facility Document to which of the Borrower is a party foregoing and (iv) any and all remedies thereunder and the assignment to the Administrative Agent of all UCC financing statements filed by the Borrower against Seller under replacements, substitutions, distributions on 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 (collectively, the “Subordinated Pledge Assets”). Seller hereby delivers an irrevocable instruction to Buyer that upon its receipt of notice of an “Event of Default” from the buyer under any Other Repurchase Agreement, Buyer is authorized and instructed to (i) remit to such buyer directly any amounts otherwise payable to Seller under this Agreement and (ii) deliver to such buyer all payments on or Subordinated Pledge Assets otherwise deliverable to Seller, to the extent all obligations then due and owing under of every kind and nature whatsoever this Agreement have been paid in respect of any or all full. In furtherance of the foregoing, including all proceeds upon repayment of the conversion thereof, voluntary or involuntary, into cash outstanding Purchase Price and termination of all Obligations 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;Program Agreements following repayment of all obligations thereunder, Buyer shall deliver to the buyer under any Other Repurchase Agreement with respect to which the related purchase price remains outstanding any Subordinated Pledge Assets then in Buyer’s possession or under its control. The subordinate pledge set forth in this clause (e) shall automatically terminate with respect to an Other Repurchase Agreement if the Buyer or the other buyer thereunder is no longer NCFA, or any Affiliates thereof. (viif) all accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters The foregoing provisions of credit, letter of this Section 4.02 are intended to constitute a security agreement or other arrangement or other credit rights, certificates of deposit, deposit accounts enhancement related to this Agreement and all other property the LEGAL02/43457575v11 Transactions hereunder as defined under Sections 101(47)(A)(v) and interests in property 741(7)(A)(xi) 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 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. (d) Notwithstanding anything to the contrary contained herein, For purposes of this Article 10 only, “Business Day” shall mean a day on which Lender and Lockbox Bank are both open for the conduct of substantially all of their respective banking business at the office in the city in which the Note is payable, with respect to Lender, and at the office in the city where the Lockbox Account is maintained, with respect to Lockbox Bank (in both instances, excluding Saturdays and Sundays).

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower Client hereby agrees 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, grant A/R Funding a security interest in all of Client’s accounts receivable, contract rights, and such general intangibles which are directly related to said accounts (whether in the Borrowerform of bills of lading, invoices, purchase orders, or any other documents), including those presently in existence and those acquired hereafter, as well as all chattel paper and instruments evidencing any obligation to the Client for payment of goods sold or services rendered. This security interest shall be a continuing interest and the collateral securing the payment to Client of all accounts transferred to A/R Funding shall be covered by said security interest agreement. In the event payment is not made to A/R Funding on any accounts transferred to A/R Funding or any amounts due and owing to A/R Funding, or in the event the Client defaults under the Uniform Commercial Code or any other provisions of this agreement, A/R Funding shall have all of the rights of the Client under the Uniform Commercial Code and shall have the right to take all actions necessary, including legal actions against Client’s customers or others, in order to collect accounts assigned to A/R Funding by Client. In the event of any default on the part of the Client on any of the provisions herein, or should A/R Funding be required to take legal action to collect any of the accounts assigned to A/R Funding by Client hereunder, the Client agrees to pay attorneys fees and legal costs that may be incurred as a result thereof. In addition to accounts receivable and all of the proceeds thereof, Client also assigns to A/R Funding all right, title title, interest and grant(s) to A/R Funding as security interest in, a general lien upon and/or right of set-off in the following collateral 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 secure 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 Client’s present and future claimsobligations and indebtedness to A/R Funding: All returned, demandsrepossessed and reclaimed goods, causes of action and choses in action in respect of any or all of the foregoing books 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 propertyrecords relating thereto, 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 rightsdeposits, certificates of depositmoney savings, deposit hold amounts, reserves, retainage, credits, non factored receivables or like accounts and all other maintained at or 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 delivered to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2A/R Funding.

Security Interest. (a) As security for 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 when due of all Borrower Obligations, the Borrower hereby pledges, assigns, transfers, hypothecates and sets over to Lender, and hereby grants to the Administrative Agent, for the benefit of the Secured Parties, Lender a security interest in in, all of the Borrower’s 's right, title and interest in, to and under the followingfollowing property, wherever located and whether now existing or owned or hereafter acquired, now existing acquired or hereafter created, and wherever located arising (collectively, the “"Collateral”"): (i) All of Borrower's present and future United States registered copyrights and copyright registrations, including Borrower's United States registered copyrights and copyright registrations, all of Borrower's present and future United States applications for copyright registrations, including Borrower's United States applications for copyright 1. registrations and all of Borrower's present and future copyrights which are not registered in the Pledged Timeshare LoansUnited States Copyright Office (collectively, the "Copyrights"), and any and all royalties, payments, and other amounts payable to Borrower in connection with the Copyrights, together with all Collections renewals and extensions of the Copyrights, the right to recover for all past, present, and future infringements of the Copyrights, and all monies due (including any payments made under any guarantee computer programs, computer databases, computer program flow diagrams, source codes, object codes and all tangible property embodying or similar credit enhancement with respect to any such Timeshare Loans) to become due incorporating the Copyrights, and all other rights of every kind whatsoever accruing thereunder 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 Loanspertaining thereto; (ii) the Related Security All of Borrower's right, title and interest in and to any and all present and future license agreements with respect to the Pledged Timeshare LoansCopyrights; (iii) All present and future accounts, accounts receivable and other rights to payment arising from, in connection with or relating to the Account CollateralCopyrights; (iv) All patents and patent applications, domestic or foreign, all Hedge Collaterallicenses relating to any of the foregoing and all income and royalties with respect to any licenses, all rights to ▇▇▇ for past, present or future infringement thereof, all rights arising therefrom and pertaining thereto and all reissues, divisions, continuations, renewals, extensions and continuations- in-part thereof; (v) All state (including common law), federal and foreign trademarks, service marks and trade names, and applications for registration of such trademarks, service marks and trade names, all licenses relating to any of the Sale and Contribution Agreement, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party foregoing and all remedies thereunder income and the assignment royalties with respect to the Administrative Agent of any licenses, whether registered or unregistered and wherever registered, all UCC financing statements filed by the Borrower against Seller under rights to ▇▇▇ for past, present or in connection with the Sale future infringement or unconsented use thereof, all rights arising therefrom and Contribution Agreementpertaining thereto and all reissues, extensions and renewals thereof; (vi) all present The entire goodwill of or associated with the businesses now or hereafter conducted by Borrower connected with and future claims, demands, causes of action and choses in action in respect of symbolized by any or all of the foregoing aforementioned properties 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 foregoingassets; (vii) all accounts, All general intangibles, payment intangibles, instruments, investment property, documents, chattel paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts intangibles and all intangible intellectual or other property and interests in similar property of Borrower of any kind or nature, associated with or arising out of any of the Borrower, whether tangible or intangibleaforementioned properties and assets and not otherwise described above; and (viii) All cash and noncash proceeds of any and all income of the foregoing Collateral (including license royalties, rights to payment, accounts receivable and proceeds of infringement suits) and, to the foregoing (b) The Borrower hereby authorizes extent not otherwise included, all payments under insurance or any indemnity, warranty or guaranty payable by reason of loss or damage to or otherwise with respect to 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 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 followingBuydown 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, 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 “Repurchase Assets”). b. The Seller and Guarantors each acknowledge that Seller has no rights to service the Purchased Mortgage Loans but only has rights as a party to the current Servicing Agreement. 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 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 (collectivelyperform such acts as may be reasonably necessary to fully perfect Buyer’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 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 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 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 ▇▇▇▇▇ and Sellers intend that all Transactions hereunder be sales to Buyer of the Purchased Loans for all purposes (other than for accounting and U.S. Federal, state and local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the Purchased Loans. Notwithstanding the foregoing, in order to preserve ▇▇▇▇▇’s rights under this Agreement and the other Transaction Documents (i) in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and (ii) irrespective of any recharacterization determination, as security for both its performance and for the performance by of the Borrower other Seller of all Obligations hereunder and under the termsTransaction Documents, 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 Buyer and Repo Agent, for the benefit of the Secured PartiesBuyer and Repo Agent, a security interest in all of the Borrowersuch Seller’s right, title and interest in, to and under under, in each case, whether now owned or existing, or hereafter acquired or arising: (i) all of the followingPurchased Loans, inclusive of any related Advances (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), (ii) the Purchased Loan Documents and all Records, (iii) all related Servicing Rights and Servicing Records, (iv) each Collection Account and all amounts and property from time to time on deposit therein, including Hedge Margin Payments, (v) the Remittance Account and all amounts and property from time to time on deposit therein, (vi) the Hedge Margin Payment Account and all amounts and property from time to time on deposit therein, (vii) all Income from the Purchased Loans, inclusive of any related Advances, (viii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the related Servicing Agreements, (ix) all mortgage guarantees and insurance policies relating to any Purchased Loan or the related Mortgaged Property, and all proceeds thereunder, (x) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing items set forth in clauses (i) through (ix) above, (xi) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any and all of the foregoing items set forth in clauses (i) through (x) above, (xii) the Disbursement Account established by the Disbursement Agent and Account Control Agreement, dated as of the Closing Date, among Sellers, Buyer and U.S. Bank National Association as Disbursement Agent, and all amounts and property from time to time on deposit therein and (xiii) any other property, rights, titles or interests as are specified in a Confirmation, Trust Receipt, the Purchased Loan Schedule or Exception Report, in all instances whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): items set forth in clauses (i) through (xiii) above, the Pledged Timeshare Loans“Repurchase Assets”). Each Seller hereby acknowledges and agrees that its rights with respect to the Repurchase Assets (including, without limitation, any security interest it may have in the Purchased Loans and any other collateral granted to such Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer and Repo Agent hereunder and under the other Transaction Documents. (b) With respect to the security interest in the Repurchase Assets granted in Section 6(a), Buyer and Repo Agent shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and any other applicable law and shall have the right to apply the Repurchase Assets, or proceeds therefrom to the Obligations of each Seller under this Agreement and the other Transaction Documents. In furtherance of the foregoing, (i) Repo Agent, at the applicable Seller’s sole cost and expense, shall cause to be filed as a protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Section 6(c) one or more UCC financing statements in form satisfactory to Repo Agent (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby and, in each case, continuation statements and any amendments thereto (collectively, the “Filings”), and shall forward copies of such Filings to each Seller upon completion thereof, and (ii) each Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may be necessary or desirable or as may be reasonably requested by ▇▇▇▇▇ to maintain and continue the perfection and priority of the outright transfer of the Purchased Loans and the security interest granted hereunder in the Repurchase Assets and the rights and remedies of Buyer and Repo Agent with respect to the Repurchase Assets (including the payments of any fees and Taxes required in connection with the execution and delivery of this Agreement). Each Seller hereby authorizes Repo Agent to file or cause to be filed such financing statement or statements relating to the Repurchase Assets and all proceeds thereof and any Servicing Rights of such Seller and the proceeds related thereto (including a financing statement describing the collateral as “all assets of such Seller, whether now owned or hereafter acquired or arising, wherever located, together with all Collections accessions thereto and proceeds thereof” or such other super-generic description thereof as Repo Agent may determine) without such Seller’s signature thereon as Repo Agent, at its option, may deem appropriate. (c) For the avoidance of doubt, neither Seller retains economic rights to the servicing of the Servicing Released Purchased Loans and related Mortgaged Properties; provided that each Seller shall and shall cause each Servicer to continue to service the related Purchased Loans and Mortgaged Properties hereunder as part of its Obligations hereunder. As such, each Seller expressly acknowledges that the Servicing Retained Purchased Loans and related Mortgaged Properties are sold to Buyer on a “servicing retained” basis and the Servicing Released Purchased Loans and related Mortgaged Properties are sold to buyer on a “servicing released” basis, as applicable, and each Seller hereby grants, assigns and pledges to Buyer and Repo Agent a security interest in any Servicing Rights of such Seller and all monies due proceeds related thereto and in all instances, whether now owned or existing or hereafter acquired or arising. (including any payments made d) The pledges set forth in clauses (a) and (c) are intended to constitute security agreements or other arrangements or other credit enhancements related to this Agreement and Transactions hereunder as defined under any guarantee or similar credit enhancement with respect to any such Timeshare LoansSections 101(47)(A)(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; (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 2Bankruptcy Code.

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 and the payment prompt performance when due of all covenants of the Borrower Obligationshereunder and under any other Transaction Document, whether existing or arising as of the Closing Date or thereafter, 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 owned, existing or arising as of the Closing Date or thereafter: all assets of the Borrower, including but not limited to all right, title and interest inof the Borrower in the Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and under against the followingSecurities Intermediary, whether now owned or hereafter acquired, now existing or hereafter createdin its capacity as owner of record of the Pledged Policies, and wherever located (collectivelythe Custodian; the Collection Account, the Reserve 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 of the Borrower. 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 each case, 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, and, provided further that with respect to the Third A&R Policies, Agent shall not cause collateral assignments of such policies to be filed with the applicable Issuing Insurance Company until the date that is seventy-five (75)days after the Third A&R Closing Date. On or prior to each Advance Date, the Borrower shall have delivered or caused to be delivered, or 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 the occurrence of an Event of Default, 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 and is irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements and other documentation 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. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and amendments thereto authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and assignments thereofto enforce or collect any of the Collateral, describing upon the occurrence and during the continuance of an Event of Default. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, 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. (c) Upon the receipt of the related Net Proceeds by the Lenders after the sale of a Pledged Policy 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. Upon the indefeasible repayment in full of all of the Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, (i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall file, promptly upon written request, such releases or assignments, as applicable, and to take such other actions as the Borrower shall reasonably request in writing in order to evidence any such release. (d) ‎Without limiting the generality of Section 2.6(c) above, upon the occurrence of the Prepayment Event (which shall include, for the avoidance of doubt, the indefeasible and final payment in full in cash of all Third A&R Advance Obligations), the security interest of the Administrative ‎Agent in all Third A&R Policies for the benefit of the Secured Parties shall be released and the ‎Administrative Agent shall, and Lender shall instruct Administrative Agent to, promptly upon the request of Borrower (i) destroy or return to the Borrower the collateral covered thereby as “all of debtor’s personal property ‎assignments and Change Forms with respect to such Third A&R Policies, in each case to the extent actually received by Administrative Agent or assets” the Lender, and (ii) confirm to the ‎Borrower that no collateral assignments have been filed by the Administrative Agent or words the Secured Parties with respect to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.Third A&R Policies.‎

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 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 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, 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 of the Borrower’s right, title and interest inof the Seller in and to the Purchased Assets, 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 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 followingSecurities Account, Interest Rate Protection Agreements, Loan Security Agreements, the related Asset Purchase 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 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, in all instances, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located created (collectively, the “Collateral”): (i) "Repurchase Assets"). 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, the Pledged Timeshare LoansSeller hereby authorizes the Buyer to file financing statements relating to the Repurchase Assets, together with all Collections and all monies due (including as the Buyer, at its option, may deem appropriate. The Seller shall pay the filing costs for any payments made under any guarantee financing statement or similar credit enhancement statements prepared pursuant to this Section. Buyer agrees to release such security interest with respect to any Repurchase Assets that are repurchased by Seller and shall execute and deliver such Timeshare Loansdocuments and perform such acts as may be reasonably necessary to effect such release. 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 Seller shall, as a result of its interest in the Mezzanine Loan Subsidiary Interests, become entitled to become due 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, Seller shall accept the same as the Buyer's agent, hold the same for and on behalf of the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by 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 any Person in payment of any Seller, Seller shall, until such money or property is paid or delivered to the Buyer, hold such money or property for and on behalf of the Pledged Timeshare Loans on or after the respective Cutoff Dates Buyer segregated from other funds of Seller, as additional security for the Pledged Timeshare Loans; (ii) Obligations. Unless an Event of Default shall have occurred and be continuing, Seller shall be permitted to receive all cash dividends or other cash distributions paid in respect of the Related Security Mezzanine Loan Subsidiary Interests and to exercise all voting and member rights with respect to the Pledged Timeshare Loans; 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 Agreement. Without the prior consent of the Buyer, Seller 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 right to purchase or exchange for any membership interests of Mezzanine Loan Subsidiary , or (ii) sell, assign, transfer, exchange or otherwise dispose of, or grant any option with 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 Account Collateral; Mezzanine Loan Subsidiary Interests, or any interest therein, except for the Lien provided for by this Agreement, or (iv) enter into any agreement (other than the Limited Liability Company Agreement and this Agreement) or undertaking restricting the right or ability of Seller to sell, assign or transfer any of the Mezzanine Loan Subsidiary Interests. The Seller agrees to pay, and to save the Buyer harmless from, any and all Hedge Collateral;liabilities with respect to, or resulting from any delay in paying, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Mezzanine Loan Subsidiary Interests. (v) b. Mezzanine Loan Subsidiary hereby pledges to Buyer as security for the Sale performance by Seller of its Obligations and Contribution Agreementhereby grants, assigns and pledges to Buyer a fully perfected first priority security interest in all of its right, title and interest in and to the Mezzanine Loans, the Servicing AgreementMezzanine Loan Junior Interests, the Custody Agreement Records related to such Mezzanine Loans or Mezzanine Loan Junior Interests, and all related servicing rights, the Program Agreements (to the extent such Program Agreements and the Mezzanine Loan Subsidiary's right thereunder relate to the Mezzanine Loans or the Mezzanine Loan Junior Interests), any Property relating to the Mezzanine Loans or the Mezzanine Loan Junior Interests, all insurance policies and insurance proceeds relating to any Mezzanine Loans, the Mezzanine Loan Junior Interests 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 the Mezzanine Loans or Mezzanine Loan Junior Interests in escrow accounts) and any other Facility Document contract rights, instruments, accounts, payments, rights to which the Borrower is a party payment (including payments of interest or finance charges) general intangibles and all remedies thereunder and the assignment other assets relating to the Administrative Agent of all UCC financing statements filed by Mezzanine Loans or Mezzanine Loan Junior Interests (including, without limitation, any other accounts) or any interest in the Borrower against Seller under Mezzanine Loans or in connection the Mezzanine Loan Junior Interests, and any proceeds (including the related securitization proceeds) and distributions with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action in respect of to 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 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 Borrowerinstances, whether tangible now owned or intangible; and hereafter acquired, now existing or hereafter created (viii) all income collectively, the "Mezzanine Loan Assets"). Mezzanine Loan Subsidiary agrees to execute, deliver and/or file such documents and proceeds of perform such acts as may be reasonably necessary to fully perfect Buyer's security interest created hereby. Furthermore, the foregoing (b) The Borrower Mezzanine Loan Subsidiary hereby authorizes the Buyer to file financing statements relating to the Mezzanine Loan Assets, as the Buyer, at its option, may deem appropriate. The Mezzanine Loan Subsidiary shall pay the filing of costs for any financing statements, statement or statements prepared pursuant to this paragraph. Buyer agrees to release such security interest with respect to any Mezzanine Loans or Mezzanine Loan Junior Interests that are released with respect to a Purchase Price Decrease and continuation statements shall execute and amendments thereto deliver such documents and assignments thereof, describing the collateral covered thereby perform such acts 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 to effect such release.

Security Interest. (a) As security for To secure the performance by the Borrower of all the terms, covenants and agreements on the part payment of the Borrower Indebtedness and all of Borrower's existing and future obligations to be performed Lender whether arising under or related to this Agreement or any other Facility Documentotherwise, 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 continuing security interest in and to all of the following property of Borrower’s right, title and interest in, to and under the following, whether now owned or hereafter acquired, now existing or hereafter createdarising or acquired and regardless of where located: Contracts; Contract Debtor Documents; Contract Rights; payments from Contract Debtor bank accounts; chattel paper; leases; installment sale contracts; installment loan contracts; payments from chattel paper obligors; security deposits; Motor Vehicles (including but not limited to cars and trucks); certificates of title; contract purchase discounts; accounts; general intangibles; security interests; collateral securing chattel paper; dealer agreements; dealer reserves and rate participation (to the extent that Borrower has an assignable interest therein); rights of Borrower related to installment contracts, motor vehicles, and wherever located (collectivelycollateral securing chattel paper; documents; instruments; deposit accounts; electronic funds transfers, equipment; inventory; parts and accessories for motor vehicles; payments from account debtor bank accounts; reserve accounts; insurance policies, and benefits and rights under insurance policies, which Borrower is solely or jointly the owner of, insured under, the “Collateral”): (i) lienholder or loss payee under, or the Pledged Timeshare Loansbeneficiary of, together with all Collections and all monies due (including payments and property of any payments made kind, now or at any time or times hereafter, in the possession or under any guarantee the control of Lender, or similar credit enhancement with respect to any such Timeshare Loans) to become due or received by any Person in payment a bailee of Lender; accessions to, substitutions for and all replacements, products and proceeds of, any of the Pledged Timeshare Loans on or after the respective Cutoff Dates for the Pledged Timeshare Loans; foregoing property; and books and records (iiincluding, without limitation, financial statements, accounting records, customer lists, credit files, computer programs, electronic data, print-outs and other computer materials and records) the Related Security with respect of Borrower pertaining 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 property. The granting of the foregoing, including all proceeds security interest in this Agreement does not disrupt the continuity 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 existing security interest previously granted 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 Lender (as described in the proceeds Prior Agreement); it merely continues the existing security interest. If before the execution 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 this Agreement Lender released its security interest in property of the BorrowerBorrower or consented to the Borrower granting a security interest in its property to another Person, whether tangible or intangible; and (viii) all income and proceeds this Section 6.0 does not change the provisions 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 release or assets” or words to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2consent.

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 and the payment prompt performance when due of all covenants of the Borrower Obligationshereunder and under any other Transaction Document, whether existing or arising as of the Closing Date or thereafter, 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 owned, existing or arising as of the Closing Date or thereafter: all assets of the Borrower, including but not limited to all right, title and interest inof the Borrower in the Pledged Policies and proceeds thereof; all accounts receivable, notes receivable, claims receivable and related proceeds including but not limited to, cash, loans, securities, and accounts; contract rights; the contracts with and the rights to and under against the followingSecurities Intermediary, whether now owned or hereafter acquired, now existing or hereafter createdin its capacity as owner of record of the Pledged Policies, and wherever located (collectivelythe Custodian; the Collection Account, the Reserve 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 of the Borrower. 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 other Transaction Document. GWG DLP Funding IV, LLC Amended and Restated Loan and Security AgreementPage 7 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 foregoing68 (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 each case, 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 each Advance Date, the Borrower shall have delivered or caused to be delivered, or 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 the occurrence of an Event of Default, 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 and is irrevocable. The Borrower hereby authorizes the Administrative Agent to file such financing statements and other documentation 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. The Borrower hereby appoints the Administrative Agent as the Borrower’s irrevocable attorney-in-fact, with full power and amendments thereto authority to take any other action to sign or endorse the Borrower’s name on any Collateral, and assignments thereofto enforce or collect any of the Collateral, describing upon the collateral covered thereby occurrence and during the continuance of an Event of Default. The Borrower hereby acknowledges that the foregoing appointment of the Administrative Agent as “the Borrower’s irrevocable attorney-in-fact has been coupled with an interest and is irrevocable. The Borrower hereby ratifies and approves all acts of such attorney-in-fact, 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. (c) Upon the receipt of the related Net Proceeds by the Lenders after the sale of a Pledged Policy 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. Upon the indefeasible repayment in full of all of debtor’s personal property the Advances then outstanding and all other Obligations and termination of all Commitments and this Loan Agreement, (i) the security interest of the Administrative Agent in the Collateral for the benefit of the Secured Parties shall be released and (ii) the Administrative Agent shall file, promptly upon written request, such releases or assets” or words assignments, as applicable, and to that effecttake such other actions as the Borrower shall reasonably request in writing in order to evidence any such release. GWG DLP Funding IV, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2.LLC Amended and Restated Loan and Security AgreementPage 8 of 68

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. On each Purchase Date, each Seller hereby sells, assigns and conveys all of its rights and interests in the Purchased Mortgage Loans 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 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: (i) the Borrower of Purchased Mortgage Loans; (ii) the Records related to the Purchased Mortgage Loans; (iii) the Program Documents (to the extent such Program Documents and such Seller’s right thereunder relate to the Purchased Mortgage Loans); (iv) any Property relating to any Purchased Mortgage Loan or the related Mortgaged Property; (v) any Takeout Commitments relating to any Purchased Mortgage Loans; (vi) any Closing Protection Letter, escrow letter or settlement agreement relating to any Purchased Mortgage Loan; (vii) any Servicing Rights, Servicer Advances and rights to reimbursement thereof relating to any Purchased Mortgage Loan; (viii) all insurance policies and insurance proceeds relating to any Purchased Mortgage Loan or the terms, covenants and agreements on the part of the Borrower to be performed under this Agreement or any other Facility Documentrelated Mortgaged Property, including the payment when due of all Borrower Obligationsbut not limited to any payments or proceeds under any related primary insurance or hazard insurance and FHA Mortgage Insurance Contracts, the Borrower hereby grants to the Administrative AgentVA Loan Guaranty Agreements and RD Loan Guaranty Agreements (if any, including, for the benefit avoidance of doubt, all debenture interest payable to HUD on account of a ▇▇▇▇▇▇ ▇▇▇ Early Buyout Loan); (ix) any Income relating to any Purchased Mortgage Loan; (x) the Custodial Account; (xi) the Warehouse Accounts; (xii) the Operating Account; (xiii) any Hedge Agreements to the extent relating specifically to any Purchased Mortgage Loan; 45 (xiv) any other contract rights, accounts (including any interest of such Seller in escrow accounts) and any other payments, and rights to payment (including payments of interest or finance charges) to the extent that the foregoing relates to any Purchased Mortgage Loan; (xv) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other accounts) or any interest in the Purchased Mortgage Loans; (xvi) chattel paper (including electronic chattel paper), instruments (including promissory notes), documents, investment property, general intangibles (including payment intangibles) in each case to the extent that the foregoing specifically relates to the Purchased Mortgage Loans; and (xvii) together with all accessions and additions thereto, substitutions and replacements therefor, and all products and proceeds of the Secured Partiesforegoing, a security interest in all of instances to the Borrower’s right, title extent that the foregoing specifically relates to the Purchased Mortgage Loans and interest in, to and under the following, 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 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 4.1 Assignor hereby grants to the Administrative AgentFactor as collateral, for the benefit to secure all of the Secured Partiesdebts, liabilities and obligations of Assignor to Factor under this Agreement, including all costs and expenses incurred by Factor in connection with the enforcement of its rights under this Agreement, a security interest in the following property of Assignor: (a) all of Accounts (except for the Borrower’s rightExcluded Account), title wherever located or situated, and interest inwhether now existing or arising in the future, to and under the following, whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, at any time in the “Collateral”): (i) the Pledged Timeshare Loansfuture acquired by Assignor, together with all Collections proceeds and monies due or becoming due on such Accounts; all guaranties, insurance and security for such Accounts; all security reserves related to such Accounts; all of Assignor’s rights and interests in the goods giving rise to such Accounts, and the rights associated with or related or pertaining to such goods, including without limitation the right of stoppage in transit and any and all monies due related insurance, any items substituted therefore as replacements and all additions thereto; (including any payments made under any guarantee b) all of Assignor’s chattel paper, instruments, general intangibles, securities, contract rights and insurance associated with or similar credit enhancement with respect related to any such Timeshare Loansthe Accounts; (c) to become due or received by any Person in payment all equipment, inventory, and deposit accounts; and (d) all proceeds of any of the Pledged Timeshare Loans on foregoing Accounts, property, rights and interests. Factor in its own name, or after Factor’s collateral agent Electus 116 Trust in its name 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 Agreementagent of Factor, the Servicing Agreement, the Custody Agreement and any other Facility Document to which the Borrower is a party may file financing statements and all remedies thereunder and amendments thereto describing as 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 collateral any or all of the foregoing and all payments on collateral by any description Factor or under its collateral agent deems appropriate in any jurisdiction or office Factor or its collateral agent deems appropriate to perfect Factor’s security interest in foregoing collateral. 4.2 In the event of every kind and nature whatsoever in respect Assignor’s breach of any warranty made in this Agreement or the Assignor’s failure to observe or perform any of the provisions or obligations of this Agreement, Assignor shall be in default, and Factor may enforce payment and exercise any and all of the foregoing, including all proceeds rights and remedies provided by Article 9 of the conversion thereofUniform Commercial Code. In addition, voluntary or involuntaryupon default by Assignor, into cash or other liquid property, Factor shall also have the right to take all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights actions necessary 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 collect the proceeds of Accounts directly from 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 2Account Debtors.

Security Interest. (a) As Buyer and Sellers intend that all Transactions hereunder be sales to Buyer of the Purchased Loans for all purposes (other than for accounting and U.S. Federal, state and local income or franchise Tax purposes) and not loans from Buyer to Sellers secured by the Purchased Loans. Notwithstanding the foregoing, in order to preserve Buyer’s rights under this Agreement and the other Transaction Documents (i) in the event that a court or other forum recharacterizes the Transactions hereunder as other than sales, and (ii) irrespective of any recharacterization determination, as security for both its performance and for the performance by of the Borrower other Seller of all Obligations hereunder and under the termsTransaction Documents, 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 Buyer and Repo Agent, for the benefit of the Secured PartiesBuyer and Repo Agent, a security interest in all of the Borrowersuch Seller’s right, title and interest in, to and under, in each case, whether now owned or existing, or hereafter acquired or arising: (i) all of the Purchased Loans, inclusive of any related Advances (including, for the avoidance of doubt, all security interests, mortgages and liens on personal or real property securing the Purchased Loans, inclusive of any related Advances), (ii) the Purchased Loan Documents and all Records, (iii) all related Servicing Rights and Servicing Records, (iv) each Collection Account and all amounts and property from time to time on deposit therein, (v) the Remittance Account and all amounts and property from time to time on deposit therein, (vi) the Holdback Account, all Holdback Amounts and all other amounts and property from time to time on deposit in the Holdback Account, (vii) all Income from the Purchased Loans, inclusive of any related Advances, (viiivii) each deposit account established in connection with the Purchased Loans for the benefit of any Relevant Party pursuant to the related Servicing Agreements, (ixviii) all mortgage guarantees and insurance policies relating to any Purchased Loan or the related Mortgaged Property, and all proceeds thereunder, (xix) each Mortgagor Equity Certificate, if any, (xi) all “general intangibles”, “accounts” and “chattel paper” as defined in the UCC relating to or constituting any and all of the foregoing items set forth in clauses (i) through (viii) above, (xiix) all replacements, substitutions or distributions on or proceeds, payments, cash, and profits of, and records and files relating to, any and all of the foregoing, (xiii) all of such Seller’s rights under the followingapplicable MSR Purchase Agreement dated on or around the Closing Date among the applicable Seller, the applicable Servicer and Buyer and any MSR (as therein defined) pledged to or received by such Seller pursuant to such MSR Purchase Agreement; items set forth in clauses (i) through (xivix) above, (xi) the Disbursement Account established by the Disbursement Agent and Account Control Agreement, dated as of the Closing Date, among Sellers, Buyer and U.S. Bank National Association as Disbursement Agent, and all amounts and property from time to time on deposit therein and (xvxii) any other property, rights, titles or interests as are specified in a Confirmation or Purchase Price Increase Confirmation, Trust Receipt, the Purchased Loan Schedule or Exception Report, in all instances whether now owned or hereafter acquired, now existing or hereafter created, and wherever located (collectively, the “Collateral”): items set forth in clauses (i) through (xvxii) above, the Pledged Timeshare Loans“Repurchase Assets”). Each Seller hereby acknowledges and agrees that its rights with respect to the Repurchase Assets (including, without limitation, any security interest it may have in the Purchased Loans and any other collateral granted to such Seller pursuant to any other agreement) are and shall continue to be at all times junior and subordinate to the rights of Buyer and Repo Agent hereunder and under the other Transaction Documents. (b) With respect to the security interest in the Repurchase Assets granted in Section 6(a), Buyer and Repo Agent shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and any other applicable law and shall have the right to apply the Repurchase Assets, or proceeds therefrom to the Obligations of each Seller under this Agreement and the other Transaction Documents. In furtherance of the foregoing, (i) Repo Agent, at the applicable Seller’s sole cost and expense, shall cause to be filed as a protective filing with respect to the Repurchase Assets and as a UCC filing with respect to the security interests granted in Section 6(c) one or more UCC financing statements in form satisfactory to Repo Agent (to be filed in the filing office indicated therein), in such locations as may be necessary to perfect and maintain perfection and priority of the outright transfer and the security interest granted hereby and, in each case, continuation statements and any amendments thereto (collectively, the “Filings”), and shall forward copies of such Filings to each Seller upon completion thereof, and (ii) each Seller shall, from time to time, at its own expense, deliver and cause to be duly filed all such further filings, instruments and documents and take all such further actions as may be necessary or desirable or as may be reasonably requested by Buyer to maintain and continue the perfection and priority of the outright transfer of the Purchased Loans and the security interest granted hereunder in the Repurchase Assets and the rights and remedies of Buyer and Repo Agent with respect to the Repurchase Assets (including the payments of any fees and Taxes required in connection with the execution and delivery of this Agreement). Each Seller hereby authorizes Repo Agent to file or cause to be filed such financing statement or statements relating to the Repurchase Assets and all proceeds thereof and any Servicing Rights of such Seller and the proceeds related thereto (including a financing statement describing the collateral as “all assets of such Seller, whether now owned or hereafter acquired or arising, wherever located, together with all Collections accessions thereto and proceeds thereof” or such other super-generic description thereof as Repo Agent may determine) without such Seller’s signature thereon as Repo Agent, at its option, may deem appropriate. (c) For the avoidance of doubt, neither Seller retains economic rights to the servicing of the Servicing Released Purchased Loans and related Mortgaged Properties; provided that each Seller shall and shall cause each Servicer to continue to service the related Purchased Loans and Mortgaged Properties hereunder as part of its Obligations hereunder. As such, each Seller expressly acknowledges that the Servicing Retained Purchased Loans and related Mortgaged Properties are sold to Buyer on a “servicing retained” basis and the Servicing Released Purchased Loans and related Mortgaged Properties are sold to buyer on a “servicing released” basis, as applicable, and each Seller hereby grants, assigns and pledges to Buyer and Repo Agent a security interest in any Servicing Rights of such Seller and all monies due proceeds related thereto and in all instances, whether now owned or existing or hereafter acquired or arising. (including any payments made d) The pledges set forth in clauses (a) and (c) are intended to constitute security agreements or other arrangements or other credit enhancements related to this Agreement and Transactions hereunder as defined under any guarantee or similar credit enhancement with respect to any such Timeshare LoansSections 101(47)(A)(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; (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 2Bankruptcy Code.

Security Interest. On each Purchase Date, each Seller hereby sells, assigns and conveys to Buyer all right, title and interest, including all of each Seller’s Servicing Rights, 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 (aother than for accounting and tax purposes) As 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, 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 the Buyer as security for the performance by the Borrower each 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 security interest in all of the Borrower’s its right, title and interest inin the Purchased Mortgage Loans, the Records, and all servicing rights related to the Purchased Mortgage Loans, the Facility Documents (to the extent such Facility Documents and each Seller’s right thereunder relate to the Purchased Mortgage Loans), any Take-out 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 followingSettlement Account, 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 Sellers 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, and any 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 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 ). Each 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, 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 28.

Security Interest. Subject only to the Capmark Security Interests and the Omega Security Interests (a) As the priorities with respect to each of which shall be as set forth in the Intercreditor Agreement applicable thereto), 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”): ): (ia) all of Borrower’s Accounts, including, without limitation, Health-Care-Insurance Receivables (as defined in the Pledged Timeshare LoansCode), 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 but excluding Government Accounts solely 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 extent Borrower is restricted from granting a party and all remedies thereunder and the assignment security interest in such Government Accounts pursuant 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 claimsapplicable Laws, demandscontract rights, 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 foregoingGeneral Intangibles, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptancestax refunds, 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 bills of credit rightslading, certificates warehouse receipts, shipping documents, documents and documents of deposittitle, and all of the Borrower’s Tangible Chattel Paper, Documents, Electronic Chattel Paper, Letter-of-Credit Rights, Software, Supporting Obligations and Payment Intangibles (each as defined in the Code); (b) all of Borrower’s Deposit Accounts and other deposit accounts (general or special) with, and credits and other claims against, the Lender, or any other financial institution with which the Borrower maintains deposits; (c) all of the 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, Financial Assets, Chattel Paper and Documents (each as defined in the Code), now or hereafter coming into the actual possession, custody or control of the Lender or any agent or affiliate of the Lender 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 the Lender’s rights of setoff (which the Borrower acknowledges), the balance of any account or any amount that may be owing from time to time by the Lender to the Borrower; and (viiid) all income insurance proceeds of or relating to any of the foregoing property and interests in property, and all insurance proceeds relating to any key man life insurance policy covering the life of any officer or employee of Borrower; (e) all proceeds and profits derived from the operation of the Borrower’s business (including, without limitation, the proceeds of Government Accounts); (f) all of the Borrower’s books and records, computer printouts, manuals and correspondence relating to any of the foregoing and to the Borrower’s business; and (g) 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 security for 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 DocumentObligations when due, including the payment when due of all Borrower Obligations, the Borrower hereby grants to the Administrative Agent, for the benefit of the Secured Parties, GBC a 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 created, and wherever located (collectively, the “"Collateral”): (i) "): All Inventory, Equipment, Receivables, and General Intangibles, including, without limitation, all of Borrower's Deposit Accounts, all money, all collateral in which GBC is granted a security interest pursuant to any other present or future agreement, all property now or at any time in the Pledged Timeshare Loansfuture in GBC's possession, together with all Collections and all monies due proceeds (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 insurance policies, proceeds 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) proceeds and claims against third parties), 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 products of the foregoing, including and 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 books and records related 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; .* * NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 2.1, SUCH GRANT OF A SECURITY INTEREST SHALL NOT EXTEND TO, AND THE TERM "COLLATERAL" SHALL NOT INCLUDE, ANY GENERAL INTANGIBLES OF THE BORROWER (viiWHETHER OWNED OR HELD AS LICENSEE OR LESSEE, OR OTHERWISE), TO THE EXTENT THAT (I) all accountsSUCH GENERAL INTANGIBLES ARE NOT ASSIGNABLE OR CAPABLE OF BEING ENCUMBERED AS A MATTER OF LAW OR UNDER THE TERMS OF THE LICENSE, general intangiblesLEASE OR OTHER AGREEMENT APPLICABLE THERETO (BUT SOLELY TO THE EXTENT THAT ANY SUCH RESTRICTION SHALL BE ENFORCEABLE UNDER APPLICABLE LAW), payment intangiblesWITHOUT THE CONSENT OF THE LICENSOR OR LESSOR THEREOF OR OTHER APPLICABLE PARTY THERETO AND (II) SUCH CONSENT HAS NOT BEEN OBTAINED; PROVIDED, instrumentsHOWEVER, investment propertyTHAT THE FOREGOING GRANT OF SECURITY INTEREST SHALL EXTEND TO, documentsAND THE TERM "COLLATERAL" SHALL INCLUDE (A) ANY GENERAL INTANGIBLE WHICH IS A RECEIVABLE OR A PROCEED OF, chattel paperOR OTHERWISE RELATED TO THE ENFORCEMENT OR COLLECTION OF, goodsANY RECEIVABLE, moneysOR GOODS WHICH ARE THE SUBJECT OF ANY RECEIVABLE, letters of credit(B) ANY AND ALL PROCEEDS OF ANY OTHER GENERAL INTANGIBLES WHICH ARE OTHERWISE EXCLUDED TO THE EXTENT THAT THE ASSIGNMENT OR ENCUMBRANCE OF SUCH PROCEEDS IS NOT SO RESTRICTED, letter of credit rightsAND (C) UPON OBTAINING THE CONSENT OF ANY SUCH LICENSOR, certificates of depositLESSOR OR OTHER APPLICABLE PARTY'S CONSENT WITH RESPECT TO ANY SUCH OTHERWISE EXCLUDED GENERAL INTANGIBLES, 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 2SUCH GENERAL INTANGIBLES AS WELL AS ANY AND ALL PROCEEDS THEREOF THAT MIGHT THERETOFORE HAVE BEEN EXCLUDED FROM SUCH GRANT OF A SECURITY INTEREST AND THE TERM "COLLATERAL".

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) To secure the prompt payment to Lender of the Obligations, Borrower hereby assigns, pledges and grants to Lender a continuing security interest in and Lien upon all of the Collateral. All of Borrower's Books and Records relating to the Collateral shall, until delivered to or removed by Lender, be kept by Borrower in trust for Lender until all Obligations have been paid in full. Each confirmatory assignment schedule or other form of assignment hereafter executed by Borrower shall be deemed to include the foregoing grant, whether or not the same appears therein. (b) As additional security for the payment and performance by the Borrower of all the terms, covenants and agreements on the part of the Obligations, Borrower hereby assigns to be performed under this Agreement Lender any and all monies (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of Borrower with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and Borrower hereby directs the issuer of any such policy to pay all such monies directly to Lender. At any time, whether or not a Default or Event of Default then exists, Lender may (but need not), in Lender's name or in Borrower's name, execute and deliver proof of claim, receive all such monies, endorse checks and other Facility Documentinstruments representing payment of such monies, including and adjust, litigate, compromise or release any claim against the payment when due issuer of any such policy. (c) Borrower hereby (i) authorizes Lender to file any financing statements, continuation statements or amendments thereto that (x) indicate the Collateral (1) as all assets of Borrower Obligations(or any portion of Borrower's assets) or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of such jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (y) contain any other information required by Part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment and (ii) ratifies its authorization for Lender to have filed any initial financial statements, or amendments thereto if filed prior to the date hereof. Borrower acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Lender and agrees that it will not do so without the prior written consent of Lender, subject to Borrower's rights under Section 9-509(d)(2) of the UCC. (d) Borrower hereby grants to Lender an irrevocable, non-exclusive license (exercisable upon the Administrative Agentoccurrence and during the continuance of an Event of Default without payment of royalty or other compensation to Borrower) to use, for the benefit of the Secured Partiestransfer, a security interest in all of the Borrower’s rightlicense or sublicense any Intellectual Property now owned, title and interest inlicensed to, to and under the following, whether now owned or hereafter acquired, now existing or hereafter createdacquired by Borrower, and wherever located (collectivelythe same may be located, the “Collateral”): (i) the Pledged Timeshare Loans, together with and including in such license access to 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 media in payment of which any of the Pledged Timeshare Loans on licensed items may be recorded or after the respective Cutoff Dates stored and to all computer and automatic machinery software and programs used for the Pledged Timeshare Loans; (ii) compilation or printout thereof, and represents, promises and agrees that any such license or sublicense is not and will not be in conflict with the Related Security with respect to contractual or commercial rights of any third Person; provided, that such license will terminate on 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 termination of this agreement and the assignment to the Administrative Agent payment in full 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 2Obligations.

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) Intentionally Omitted; (xi) Intentionally Omitted; (xii) the Inbound Account; (xiii) the Haircut Account; (xiv) any Hedge Agreements relating to any Purchased Mortgage Loan; (xv) any other contract rights, accounts, 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, (xvi) any other assets relating to the Purchased Mortgage Loans (including, without limitation, any other deposit accounts) or any interest in the Purchased Mortgage Loans; (xvii) 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; (xviii) 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 (xix) 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 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 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 (collectivelysubject 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 and all monies due (including any payments made under any guarantee Assets identified on an Asset Schedule 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 LoansSchedule 2 hereto; (ii) all amounts due in respect of the Related Security with respect to Participation Certificate and the Pledged Timeshare Loansrelated Participation Agreement identified on Schedule 2 hereto; (iii) all records, instruments or other documentation evidencing any of the Account Collateralforegoing; (iv) all Hedge Collateral;“general intangibles,” “accounts,” “chattel paper,” “securities accounts,” “investment property,” and “money” as defined in the Uniform Commercial Code relating to or constituting any and all of the foregoing (including all of Seller’s rights, title and interest in and under the Participation Agreements); 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 replacements, substitutions, distributions on 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. (b) Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the Repurchase Assets to Buyer to secure the Obligations. Seller agrees to ▇▇▇▇ its computer records and tapes to evidence the interests granted to Buyer hereunder. (c) The parties acknowledge that ▇▇▇▇▇▇ Mae has certain rights under the Acknowledgment Agreement and the ▇▇▇▇▇▇ ▇▇▇ Requirements, 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, right to terminate the Buyer as Servicer and either market the servicing rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute seek competitive bids for all or part of the Servicing Rights or are included retain all or part of the Servicing Rights and arrange for the Appraised Market Value to be established, as more particularly set forth therein. To the extent that ▇▇▇▇▇▇ Mae requires a transfer of MSRs to a new servicer, and in order to secure the Buyer’s obligations (as Servicer) to effect such transfer, the Seller hereby assigns, pledges, conveys and grants a security interest in all of its right, title and interest in, to and under the MSRs to such new servicer, whether now owned or hereafter acquired, now existing or hereafter created and wherever located. (d) Seller and Buyer hereby acknowledge and agree that the Buyer has sold and/or pledged its rights to the Repurchase Assets hereunder to the Issuer pursuant to the PC Repurchase Agreement, and Seller acknowledges the Lien as more particularly set forth in the proceeds PC Repurchase Agreement. (e) The foregoing provisions of this Section are intended to constitute a security agreement or other arrangement or other credit enhancement related to this Agreement and the Transactions hereunder as defined under Sections 101(47)(A)(v) and 741(7)(A)(xi) 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 the timely fulfillment and ----------------- performance by the Borrower of all the termseach and every obligation hereunder, covenants AEC pledges, transfers and agreements on the part of the Borrower assigns 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, Escrow Agent for the benefit of Deere Park and grants to Escrow Agent for the Secured Parties, benefit of Deere Park a lien on and security interest in all of the Borrower’s right, title and interest in, to and under the following, following collateral. whether now owned or hereafter acquired, now existing howsoever AEC's interest therein may arise or hereafter createdappear (whether beneficially or of record and whether by ownership, security interest, claim or otherwise:): a. all of AEC's entire right, title and wherever located interest in and to the 7,175,858 shares of common stock of USIS (collectively, the “Collateral”): (i) "Pledged Securities"), which constitutes all of the securities of USIS held by AEC, and all substitutions therefor and replacements thereof, all proceeds and products thereof and all rights related thereto, including, without limitation, the certificates representing the Pledged Timeshare LoansSecurities, together with all Collections and all monies due (including any payments made under any guarantee the right to request that the Pledged Securities be registered in the name of Deere Park 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 its nominees after an Event of Default, all warrants, options, share appreciation rights and other rights, contractual or after the respective Cutoff Dates for the Pledged Timeshare Loans; (ii) the Related Security with otherwise, in respect to the Pledged Timeshare Loans; (iii) the Account Collateral; (iv) all Hedge Collateral; (v) the Sale thereof 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 dividends, cash, instruments and other property from time to time received, receivable or in connection with the Sale and Contribution Agreement; (vi) all present and future claims, demands, causes of action and choses in action otherwise distributed in respect of or in addition to, in substitution of, on account of or in exchange for any or all of the foregoing Pledged Securities; b. any other shares of USIS from time to time acquired by AEC in any manner, the certificates or other instruments representing such shares, all options, warrants, share appreciation rights and other rights, contractual or otherwise, in respect thereof and all payments on or under of every kind and nature whatsoever in respect of any or all of the foregoingdividends, 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 receivablescash, instruments and other property which at from time to time received, receivable or otherwise distributed in respect of, in addition to, in substitution of. on account of, or in exchange for any time constitute and all or part of or are included in the such shares; and c. all proceeds of any and all 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 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. (aA) As security for To secure the Borrower’s full and punctual payment and performance of all present and future Indebtedness to the Lender or any successor or transferee thereof, including without limitation all promissory notes heretofore or hereafter executed by the Borrower of all pursuant to the termsLoan Agreement, covenants in principal, interest, deferral and delinquency charges, prepayment premiums, costs and attorney’s fees, as therein stipulated, or under or pursuant to any present or future hedging or derivative agreements on the part of the Borrower relating to be performed under this Agreement interest rates, currency exchange rates or commodity prices (such as any swap agreement, any cap, collar, floor, exchange or forward transaction, any option, or other Facility Document, including the payment when due of all Borrower Obligationssimilar transaction), the Borrower Pledgor hereby pledges, pawns, transfers and grants to the Administrative Agent, for the benefit of the Secured Parties, Lender a continuing security interest in and to all of the Borrowerfollowing property of the Pledgor, whether now owned or existing or hereafter acquired or arising (collectively the “Collateral”): One Hundred Thousand (100,000) shares of the common stock of NGS Sub. Corp., a Delaware corporation (“NGS Sub”) represented by Certificate No. CS-i dated September 26, 2003, registered in the Pledgor’s name, together with any additional shares of NGS Sub issued hereafter as stock dividends, stock splits or otherwise, or shares received as a result of any merger or consolidation of NGS Sub, all rights of any nature whatsoever which may be issued or granted by NGS Sub to the Pledgor, all right, title and interest inof the Pledgor as a shareholder of NGS Sub including without limitation the right to vote, to all certificates and under the followinginstruments representing or evidencing all such shares and rights, whether all cash, liquidation and other dividends now owned or hereafter acquireddeclared thereon, all stock redemption payments and all other monies due or to become due thereunder, all stock warrants and other rights to subscribe to securities now existing or hereafter createdincident thereto or declared or granted in connection therewith, and wherever located all distributions (collectivelycash or property) made or to be made in connection therewith or incident thereto, the “Collateral”): (i) the Pledged Timeshare Loans, and together with all Collections proceeds of all or any of the foregoing, in whatever form. NGS Sub is hereinafter sometimes referred to as the “Subsidiary”. (C) The security interests are granted as security only and all monies due (including shall not subject the Lender to, or transfer or in any payments made under way affect or modify, any guarantee obligation or similar credit enhancement liability of the Pledgor 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 Collateral 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 transaction 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 2therewith.

Security Interest. (a) As security for the performance by the Borrower of all the terms, covenants and agreements on the part of the Borrower Client hereby agrees 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, grant A/R Funding a security interest in all of Client's accounts receivable, contract rights, and such general intangibles which are directly related to said accounts (whether in the Borrower’s form of bills of lading, invoices, purchase orders, or any other documents), including those presently in existence and those acquired hereafter, as well as all chattel paper and instruments evidencing any obligation to the Client for payment of goods sold or services rendered. This security interest shall be a continuing interest and the collateral securing the payment to Client of all accounts transferred to A/R Funding shall be covered by said security interest agreement. In the event payment is not made to A/R Funding on any accounts transferred to A/R Funding or any amounts due and owing to A/R Funding, or in the event the Client defaults under the Uniform Commercial Code or any other provisions of this agreement, A/R Funding shall have all of the rights of the Client under the Uniform Commercial Code and shall have the right to take all actions necessary, including legal actions against Client's customers or others, in order to collect accounts assigned to A/R Funding by Client. In the event of any default on the part of the Client on any of the provisions herein, or should A/R Funding be required to take legal action to collect any of the accounts assigned to A/R Funding by Client hereunder, the Client agrees to pay attorneys fees and legal costs that may be incurred as a result thereof. In addition to accounts receivable and all of the proceeds thereof, Client also assigns to A/R Funding all right, title title, interest and grant(s) to A/R Funding as security interest in, a general lien upon and/or right of set-off in the following collateral 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 secure 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 Client's present and future claimsobligations and indebtedness to A/R Funding: All returned, demandsrepossessed and reclaimed goods, causes of action and choses in action in respect of any or all of the foregoing books 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 propertyrecords relating thereto, 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 rightsdeposits, certificates of depositmoney savings, deposit hold amounts, reserves, retainage, credits, non factored receivables or like accounts and all other maintained at or 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 delivered to that effect, notwithstanding that such wording may be broader in scope than the collateral described in this Section 2A/R Funding.

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 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. On each Purchase Date thereof set forth in the related Confirmation, Seller hereby sells, assigns and conveys all rights and interests in the Purchased Assets on a servicing released basis identified on the related Purchased Asset 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 (a) As other than for accounting and tax purposes), in the event any such Transactions are deemed to be loans, Seller hereby pledges to Administrative Agent 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, Agent a security interest in all of the BorrowerSeller’s rightrights, title and interests in the Purchased Assets, 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 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 and hazard insurance, Income, Interest Rate Protection Agreements (including, without limitation, any rights Seller may have, if any, under a CS Pledged Hedge, if any), accounts (including any interest inof Seller in escrow accounts and reserve accounts) relating to the Purchased Assets and any other contract rights, instruments, accounts, payments, rights to payment (including payments of interest or finance charges) general intangibles and under other assets relating to the followingPurchased Assets (including, without limitation, any other accounts) or any other interest in the Purchased Assets and any 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 Confirmation and/or Trust Receipt with respect to the Purchased Assets, 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 ). Seller further hereby pledges 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 Administrative Agent as security for the Pledged Timeshare Loans; (ii) the Related Security with respect performance by Seller of its Obligations and hereby grants, assigns and pledges 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 a security interest 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 Seller’s rights, certificates of deposit, deposit accounts and all other property title and interests in property of the BorrowerDeposit Account. Seller agrees to execute, whether tangible or intangible; and (viii) all income deliver and/or file such documents and proceeds of the foregoing (b) The Borrower perform such acts as may be reasonably necessary to fully perfect Administrative Agent’s security interest created hereby. Furthermore, Seller hereby authorizes Administrative Agent to file such financing statement or statements relating to the filing of financing statementsRepurchase Assets as Administrative Agent, and continuation statements and amendments thereto and assignments thereofat its option, may deem appropriate, describing the collateral covered thereby as “all assets of debtor’s personal property or assetsthe Debtor” or words to that effect, and any limitations on such collateral description, notwithstanding that such wording collateral description may be broader in scope than the collateral Repurchase Assets described in this Section 2Agreement. Seller shall pay the filing costs for any financing statement or statements prepared pursuant to this Section. Seller acknowledges that the rights to service the Purchased Assets have been conveyed to Administrative Agent, and, in connection with the Transactions, Administrative Agent has granted to Seller a revocable license to service the Purchased Assets as a party to the current Servicing Agreement. Without limiting the generality of the foregoing and in the event that Seller or Guarantor is deemed to retain any residual Servicing Rights, and for the avoidance of doubt, each of Seller and Guarantor grants, assigns and pledges to Administrative Agent security interest in the Servicing Rights, as indicated in the paragraph above. The foregoing provision is 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)(A)(v) and 741(7)(A)(xi) of the Bankruptcy Code.

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, accounts, 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) any other property, rights, title or interests as are specified on a Mortgage Loan Schedule and/or Transaction Request and/or in the TIAA Bank Warehouse Electronic System; (xviii) the Reserve Amount; and (xix) the Reserve Account. 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 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 Documenteach of Banks and/or the Collateral Agent, including the payment when due of all Borrower Obligations, the Borrower hereby pledges and grants to Banks, and to the Administrative AgentCollateral Agent on behalf of each of Banks, for and gives Banks, and the benefit Collateral Agent on behalf of the Secured Partieseach of Banks, 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, neither the filing Collateral Agent nor the Banks shall 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 Borrower agrees to take such steps. In any case, each of the Collateral Agent and amendments thereto Banks shall be deemed to have exercised reasonable care if it shall have taken such steps for the care and assignments thereofpreservation of the Collateral or rights therein as Borrower may have reasonably requested it to take and its 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 the Collateral Agent or the Banks 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 Collateral Agent’s or either 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, the Collateral Agent and the Banks may, with or without notice to Borrower: (i) transfer into the name of Collateral Agent and Banks or the name of Collateral Agent’s personal property (or assets” Banks’) 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 Collateral Agent and Banks of any amounts due or to become due thereon and (iii) receive and direct the collateral described in this Section 2disposition of any proceeds of any Collateral.