Acceptance by Indenture Trustee. (a) On the Closing Date, the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) the Initial Certification pursuant to the Custodial Agreement. If Mortgage Loans have been delivered after the Closing Date pursuant to Section 2.01(e), the Custodian shall execute and deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Delay Delivery Certification pursuant to the Custodial Agreement within the period specified in the Custodial Agreement. Within 180 days after the Closing Date, Custodian shall deliver to the Depositor, the Master Servicer, and the Sponsor (with a copy to the Credit Enhancer) a Final Certification pursuant to the Custodial Agreement. The Sponsor shall correct any defect noted in the Final Certification within 90 days of its receipt.
(b) All interest of the Trust in the Mortgage Loan shall be retransferred without recourse, representation, or warranty to the Sponsor and the Asset Balance of the Mortgage Loan shall be deducted from the Loan Group Balance of the related Loan Group on the next Business Day after the Transfer Deposit Amount is deposited to the Collection Account and any other applicable requirements are satisfied if
(i) the time to correct any defect in any Mortgage Loan noted on the Final Certification has expired,
(ii) the Trust ever incurs any loss on any Mortgage Loan because any document in its Mortgage File is defective, or
(iii) an Assignment of Mortgage to the Indenture Trustee has not been recorded in accordance with Section 2.01(i) and the Mortgage Loan is not registered on the MERS(R) System. Interest accrued on the Asset Balance of the Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if reducing the relevant Loan Group Balance by the Asset Balance of the retransferred Mortgage Loan would cause a Transfer Deficiency for the related Loan Group. If so, the Indenture Trustee shall notify the Sponsor of the deficiency, and within five Business Days after the retransfer the Sponsor shall either
Acceptance by Indenture Trustee. (a) Concurrently with the execution and delivery of this Indenture, the Indenture Trustee does hereby acknowledge and accept the conveyance by the Issuer of the assets constituting the Trust Estate. The Indenture Trustee shall hold the Trust Estate in trust for the benefit of the Noteholders, subject to the terms and provisions hereof. In connection with the conveyance of the Trust Estate to the Indenture Trustee, the Issuer has delivered or has caused the Depositor to deliver (i) to the Custodian, the Timeshare Loan Files and (ii) to the Servicer, the Timeshare Loan Servicing Files, for each Initial Timeshare Loan conveyed on the Closing Date. With respect to each Transfer Date and in accordance with the Custodial Agreement, the Issuer will deliver or cause to be delivered (i) to the Custodian, the Timeshare Loan Files, and (ii) to the Servicer, the Timeshare Loan Servicing Files, for each Subsequent Timeshare Loan or Qualified Substitute Timeshare Loan to be conveyed on such Transfer Date.
(b) The Indenture Trustee shall perform its duties under this Section 4.1 and hereunder on behalf of the Trust Estate and for the benefit of the Noteholders in accordance with the terms of this Indenture and applicable law and, in each case, taking into account its other obligations hereunder, but without regard to:
(i) any relationship that the Indenture Trustee or any Affiliate of the Indenture Trustee may have with an Obligor;
(ii) the ownership of any Note by the Indenture Trustee or any Affiliate of the Indenture Trustee;
(iii) the Indenture Trustee’s right to receive compensation for its services hereunder or with respect to any particular transaction; or
(iv) the ownership, or holding in trust for others, by the Indenture Trustee of any other assets or property.
Acceptance by Indenture Trustee. The Indenture Trustee hereby acknowledges the grant of a Lien on the Collateral and the receipt of a Lien on the assets constituting the Collateral granted by the Issuer hereunder and declares that the Indenture Trustee, through a custodian, will hold such Lien on the Collateral granted by the Issuer in trust, for the use and benefit of all Noteholders subject to the terms and provisions hereof.
Acceptance by Indenture Trustee. 8 Section 2.03. Representations and Warranties Regarding the Master Servicer....................10 Section 2.04. Representations and Warranties of the Sponsor Regarding the Mortgage Loans; Retransfer of Certain Mortgage Loans............................................11 Section 2.05. Covenants of the Depositor......................................................18 Section 2.06. Transfers of Mortgage Loans at Election of Transferor...........................19 Section 2.07.
Acceptance by Indenture Trustee. 8 Section 2.03 Representations, Warranties, and Covenants Regarding the Master Servicer...............
Acceptance by Indenture Trustee. (a) The Indenture Trustee hereby acknowledges its receipt of the Insurance Policy and the sale and assignment of the Mortgage Loans and, subject to the review provided for in Section 2.01, declares that, when delivered to the Indenture Trustee, or the Custodian on its behalf, in accordance with Section 2.01(b), the Indenture Trustee, or the Custodian on its behalf will hold the documents constituting the Mortgage Files, and that all amounts received by it under the Indenture in trust, upon the terms herein set forth, for the use and benefit of all present and future Class A Noteholders and the Insurer.
(b) If the Seller is given notice under Section 2.01(d) and if the Seller does not correct or cure such omission or defect within the 90-day period specified in Section 2.01(d), the Seller shall purchase such Mortgage Loan from the Trust or substitute an Eligible Substitute Mortgage Loan, as provided in Section 2.06, for such Mortgage Loan. Any such purchase by the Seller shall be at the Purchase Price and in each case shall be accomplished in the manner set forth in Section 2.04. It is understood and agreed that the obligation of the Seller to purchase any Mortgage Loan or substitute an Eligible Substitute Mortgage Loan for such Mortgage Loan as to which a material defect in or omission of a constituent document exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Insurer, the Class A Noteholders, the Indenture Trustee, the Owner Trustee or the Transferor. The Master Servicer, promptly following the transfer of (i) a Defective Mortgage Loan from or (ii) an Eligible Substitute Mortgage Loan to the Trust pursuant to this Section and Section 2.06, as the case may be, shall amend the Mortgage Loan Schedule and make appropriate entries in its general account records to reflect such transfer and the addition of any Eligible Substitute Mortgage Loan, if applicable.
Acceptance by Indenture Trustee. Repurchase of Home Equity Loans; Conveyance of Eligible Substitute Home Equity Loans.........................26 SECTION 2.03 Representations, Warranties and Covenants of the Master Servicer............27
Acceptance by Indenture Trustee. Retransfer of Mortgage ------------------------------------------------------- Loans. -----
(a) The Trust hereby acknowledges its receipt of the Policy and the Mortgage Loans, and declares that the Indenture Trustee holds and will hold such instrument, and to the extent that any documents are delivered to it pursuant to Section 2.01, will hold such documents, and all amounts received by it thereunder and hereunder, in trust, upon the terms herein set forth, for the use and benefit of all present and future Securityholders and the Credit Enhancer. If the time to cure any defect in respect of any Mortgage Loan of which the Indenture Trustee has notified the Sponsor following the review pursuant to Section 2.01 has expired or if at any time any loss is suffered by the Indenture Trustee on behalf of the Noteholders or the Credit Enhancer, in respect of any Mortgage Loan as a result of (i) a defect in any document constituting a part of its Mortgage File or (ii) an Assignment of Mortgage to the Indenture Trustee not having been recorded as required by Section 2.01, then on the next succeeding Business Day upon the deposit to the Collection Account of the Transfer Deposit Amount (as defined below) or substitution of an Eligible Substitute Mortgage Loan, if any, and upon satisfaction of the applicable conditions described herein, all right, title and interest of the Trust in and to such Mortgage Loan shall be deemed to be retransferred, reassigned and otherwise reconveyed, without recourse, representation or warranty, to the Sponsor on such Business Day and the Asset Balance of such Mortgage Loan shall be deducted from the Pool Balance; provided, however, that interest accrued on the Asset Balance of such Mortgage Loan to the end of the related Collection Period shall be the property of the Trust. The Indenture Trustee shall determine if the reduction of such Asset Balance from the Pool Balance in accordance with the preceding sentence would cause the Certificate Principal Balance to be less than the Minimum Certificateholders' Interest (a "Transfer Deficiency"), in which event the Indenture Trustee shall deliver written notice of such deficiency to the Sponsor, and within five Business Days after the Business Day of such retransfer the Sponsor shall either (i) substitute an Eligible Substitute Mortgage Loan or (ii) deposit into the Collection Account an amount (the "Transfer Deposit Amount") in immediately available funds equal to the Transfer Deficiency includi...
Acceptance by Indenture Trustee. Section 2.03. Repurchase or Substitution of Mortgage Loans by the Originator.
Acceptance by Indenture Trustee. The Indenture Trustee acknowledges its acceptance, simultaneously with the execution and delivery of this Indenture, of all right, title and interest in and to the Pledged Property on behalf of the Noteholders and the Note Insurer and declares that the Indenture Trustee holds and will hold such right, title and interest for the benefit of all present and future Noteholders and the Note Insurer for the use and purpose and subject to the terms and provisions of this Indenture. The Trust hereby (a) appoints the Indenture Trustee as the Trust's attorney-in-fact with all power independently to enforce all of the Trust's rights against the Originator hereunder, under the Receivables Transfer Agreement and under the Servicing Agreement and (b) directs the Indenture Trustee to enforce such rights. The Indenture Trustee hereby accepts such appointment and agrees to enforce such rights.
