Common use of Additional Covenants of Servicer Clause in Contracts

Additional Covenants of Servicer. (a) Servicer shall not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed Vehicle, nor shall Servicer impair the rights of the Collateral Agent for the benefit of the Lender in such Receivables, nor shall Servicer amend or otherwise modify a Receivable, except as permitted in accordance with Section 4.2. (b) Servicer shall reimburse the Secured Parties for any and all fees or expenses that the Secured Parties pay to a bank arising out of a return of payments in respect of the Receivables. (c) Servicer will not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any lien, security interest, charge, pledge, equity, encumbrance or restriction on transferability of the Receivables and the Other Conveyed Property except (x) for the lien in favor of the Collateral Agent for the benefit of the Lender and the restrictions on transferability imposed by this Agreement or any other Loan Document or (y) with respect to any portion of the Receivables and the Other Conveyed Property released in a manner permitted by the Loan Documents from the lien in favor of the Collateral Agent for the benefit of the Lender, or (ii) sign or file under the UCC of any jurisdiction any financing statement which names Seller, Servicer or the Purchaser as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables and Other Conveyed Property, except in each case any such instrument solely securing the rights and preserving the lien of the Collateral Agent for the benefit of the Lender. (d) Servicer shall maintain (i) a modern system of accounting in accordance with GAAP or other systems of accounting acceptable to Lender and (ii) standard operating procedures applicable to all of their locations with respect to the handling and disposition of cash receipts and other proceeds of Collateral on a daily basis, including the depositing thereof, aging of account receivables, record keeping and such other matters as Lender may reasonably request. For the purpose of determining compliance with the covenants and representations in the Loan Documents, Lender shall have the right to recast any financial statement or report presented to Lender by or on behalf of any Related Party to comply with GAAP. (e) Servicer agrees to furnish to Lender from time to time, promptly upon request, a list of all Obligors’ names and their most current addresses. Servicer agrees that Lender may from time to time, consistent with standard or generally accepted auditing practices, verify the validity, amount and any other matters relating to the Receivables by means of mail, telephone or otherwise, in the name of Servicer or Borrower and upon the occurrence of an Event of Default in the name of Lender or such other name as Lender may choose.

Additional Covenants of Servicer. (a) The Servicer shall not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed Vehicle, nor shall the Servicer impair the rights of any Noteholder, any Note Purchaser or the Collateral Agent for the benefit of the Lender Trustee in such Receivables, nor shall the Servicer amend or otherwise modify a Receivable, except as permitted in accordance with Section SECTION 4.2. (b) The Servicer shall obtain and/or maintain all necessary licenses, approvals, authorizations, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution, delivery and performance of this Agreement and the other Basic Documents. (c) The Servicer shall not make any material changes to its collection policies unless the Controlling Note Purchaser expressly consents in writing prior to such changes (which consent shall not be unreasonably withheld). (d) The Servicer shall provide written notice to the Noteholders and the Note Purchasers of any default, event of default, trigger event or servicer termination event under any other warehouse financing facility or securitization that has occurred and which default, event of default, trigger event or servicer termination shall not have been waived or otherwise cured within the applicable cure period. (e) The Servicer shall reimburse the Secured Parties each Note Purchaser and each Noteholder for any and all fees or expenses that the Secured Parties such Note Purchaser or such Noteholder, as applicable, pay to a bank arising out of a return of payments in respect from the Purchaser or the Seller deposited for collection by or for the benefit of the Receivablessuch Note Purchaser or such Noteholder, as applicable. (cf) The Servicer will not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any lien, security interest, charge, pledge, equity, encumbrance or restriction on transferability of the Receivables and the Other Conveyed Property except (x) for the lien in favor of the Collateral Agent Trustee for the benefit of the Lender Noteholders and the Note Purchasers and the restrictions on transferability imposed by this Agreement or any other Loan Basic Document or (y) with respect to any portion of the Receivables and the Other Conveyed Property released in a manner permitted by the Loan Basic Documents from the lien in favor of the Collateral Agent Trustee for the benefit of the LenderNoteholders and the Note Purchasers, or (ii) sign or file under the UCC of any jurisdiction any financing statement which names the Seller, the Servicer or the Purchaser as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables and Other Conveyed Property, except in each case any such instrument solely securing the rights and preserving the lien of the Collateral Agent Trustee for the benefit of the LenderNoteholders and the Note Purchasers. (d) Servicer shall maintain (i) a modern system of accounting in accordance with GAAP or other systems of accounting acceptable to Lender and (ii) standard operating procedures applicable to all of their locations with respect to the handling and disposition of cash receipts and other proceeds of Collateral on a daily basis, including the depositing thereof, aging of account receivables, record keeping and such other matters as Lender may reasonably request. For the purpose of determining compliance with the covenants and representations in the Loan Documents, Lender shall have the right to recast any financial statement or report presented to Lender by or on behalf of any Related Party to comply with GAAP. (e) Servicer agrees to furnish to Lender from time to time, promptly upon request, a list of all Obligors’ names and their most current addresses. Servicer agrees that Lender may from time to time, consistent with standard or generally accepted auditing practices, verify the validity, amount and any other matters relating to the Receivables by means of mail, telephone or otherwise, in the name of Servicer or Borrower and upon the occurrence of an Event of Default in the name of Lender or such other name as Lender may choose.

Additional Covenants of Servicer. (a) The Servicer shall not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed Vehicle, nor shall the Servicer impair the rights of the Collateral Agent for Noteholders, the benefit of Note Purchaser or the Lender Trustee in such Receivables, nor shall the Servicer amend or otherwise modify a Receivable, except as permitted in accordance with Section SECTION 4.2. (b) The Servicer shall obtain and/or maintain all necessary licenses, approvals, authorizations, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution, delivery and performance of this Agreement and the other Basic Documents. (c) The Servicer shall not make any material changes to its collection policies unless the Note Purchaser expressly consents in writing prior to such changes (which consent shall not be unreasonably withheld). (d) The Servicer shall provide written notice to the Noteholders and the Note Purchaser of any default, event of default, trigger event or servicer termination event under any other warehouse financing facility or securitization that has occurred and which default, event of default, trigger event or servicer termination shall not have been waived or otherwise cured within the applicable cure period. (e) The Servicer shall reimburse the Secured Parties Note Purchaser and the Noteholders for any and all fees or expenses that the Secured Parties Note Purchaser or such Noteholders, as applicable, pay to a bank arising out of a return of payments in respect from the Purchaser or the Seller deposited for collection by or for the benefit of the ReceivablesNote Purchaser or the Noteholders, as applicable. (cf) The Servicer will not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any lien, security interest, charge, pledge, equity, encumbrance or restriction on transferability of the Receivables and the Other Conveyed Property except (x) for the lien in favor of the Collateral Agent Trustee for the benefit of the Lender Noteholders and the Note Purchaser and the restrictions on transferability imposed by this Agreement or any other Loan Basic Document or (y) with respect to any portion of the Receivables and the Other Conveyed Property released in a manner permitted by the Loan Basic Documents from the lien in favor of the Collateral Agent Trustee for the benefit of the LenderNoteholders and the Note Purchaser, or (ii) sign or file under the UCC of any jurisdiction any financing statement which names the Seller, the Servicer or the Purchaser as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables and Other Conveyed Property, except in each case any such instrument solely securing the rights and preserving the lien of the Collateral Agent Trustee for the benefit of the LenderNoteholders and the Note Purchaser. (d) Servicer shall maintain (i) a modern system of accounting in accordance with GAAP or other systems of accounting acceptable to Lender and (ii) standard operating procedures applicable to all of their locations with respect to the handling and disposition of cash receipts and other proceeds of Collateral on a daily basis, including the depositing thereof, aging of account receivables, record keeping and such other matters as Lender may reasonably request. For the purpose of determining compliance with the covenants and representations in the Loan Documents, Lender shall have the right to recast any financial statement or report presented to Lender by or on behalf of any Related Party to comply with GAAP. (e) Servicer agrees to furnish to Lender from time to time, promptly upon request, a list of all Obligors’ names and their most current addresses. Servicer agrees that Lender may from time to time, consistent with standard or generally accepted auditing practices, verify the validity, amount and any other matters relating to the Receivables by means of mail, telephone or otherwise, in the name of Servicer or Borrower and upon the occurrence of an Event of Default in the name of Lender or such other name as Lender may choose.

Additional Covenants of Servicer. (a) The Servicer shall not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed Vehicle, nor shall the Servicer impair the rights of any Lender or the Collateral Agent for the benefit of the Lender in such Receivables, nor shall the Servicer amend or otherwise modify a Receivable, except as permitted in accordance with Section 4.2. (b) The Servicer shall obtain and/or maintain all necessary licenses, approvals, authorizations, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution, delivery and performance of this Agreement and the other Loan Documents. (c) The Servicer shall not make any material changes to its collection policies unless the Administrative Agent expressly consents in writing prior to such changes. (d) The Servicer shall provide written notice to the Lenders and the Administrative Agent of any default, event of default, trigger event or servicer termination event under any other warehouse financing facility, securitization or corporate debt facility (secured or unsecured) that has occurred and which default, event of default, trigger event or servicer termination shall not have been waived or otherwise cured within the applicable cure period. (e) The Servicer shall reimburse the Secured Parties Administrative Agent and each Lender for any and all fees or expenses that the Secured Parties Administrative Agent or such Lender, as applicable, pay to a bank arising out of a return of payments in respect from the Purchaser or the Seller deposited for collection by or for the benefit of the ReceivablesAdministrative Agent or such Lender, as applicable. (cf) The Servicer will not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any lien, security interest, charge, pledge, equity, encumbrance or restriction on transferability of the Receivables and the Other Conveyed Property except (x) for the lien in favor of the Collateral Agent for the benefit of the Lender Secured Parties and the restrictions on transferability imposed by this Agreement or any other Loan Document or (y) with respect to any portion of the Receivables and the Other Conveyed Property released in a manner permitted by the Loan Documents from the lien in favor of the Collateral Agent for the benefit of the LenderSecured Parties, or (ii) sign or file under the UCC of any jurisdiction any financing statement which names the Seller, the Servicer or the Purchaser as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables and Other Conveyed Property, except in each case any such instrument solely securing the rights and preserving the lien of the Collateral Agent for the benefit of the LenderSecured Parties. (dg) The Servicer shall maintain not permit any rescission or cancellation of any Receivable, except in accordance with the Servicing Guidelines, as required by applicable law or as ordered by a court of competent jurisdiction. (h) The Servicer (other than the Backup Servicer acting as successor Servicer) shall prepare for execution by the Purchaser and coordinate the filing, on behalf of the Purchaser, of all, state and local sales and use tax returns relating to the ownership by the Purchaser of any Contract and/or the related Financed Vehicle. (i) At the direction of the Administrative Agent, the Servicer (other than the Backup Servicer acting as successor Servicer) shall arrange for various agents to seek tax rebates from applicable taxing authorities as a modern system result of accounting in accordance with GAAP or other systems of accounting acceptable an Obligor defaulting on its obligation to Lender and (ii) standard operating procedures applicable to all of their locations with respect to repay the handling and disposition of cash receipts and other proceeds of Collateral on a daily basis, including the depositing thereof, aging of account receivables, record keeping and such other matters as Lender may reasonably request. For the purpose of determining compliance with the covenants and representations in the Loan Documents, Lender shall have the right to recast any financial statement or report presented to Lender by or originator for sales taxes paid on behalf of any Related Party the Obligor. The Purchaser shall cooperate fully with the Servicer and their agents in pursuing recovery of such rebates and shall make available to comply with GAAPthe Servicer and their counsel all records and other materials reasonably required and available to the Purchaser for use in pursuing such recovery. (ej) The Servicer agrees shall, during the period it is servicer hereunder, maintain such books of account and other records as will enable the Administrative Agent to furnish to Lender from time to time, promptly upon request, a list determine the status of all Obligors’ names and their most current addresses. Servicer agrees that Lender may from time to time, consistent with standard or generally accepted auditing practices, verify the validity, amount and any other matters relating to the Receivables by means of mail, telephone or otherwise, in the name of Servicer or Borrower and upon the occurrence of an Event of Default in the name of Lender or such other name as Lender may chooseeach Contract.

Additional Covenants of Servicer. (a) The Servicer shall not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed Vehicle, nor shall the Servicer impair the rights of the Collateral Agent for Noteholders, the benefit of Note Purchaser or the Lender Trustee in such Receivables, nor shall the Servicer amend or otherwise modify a Receivable, except as permitted in accordance with Section 4.2. (b) The Servicer shall obtain and/or maintain all necessary licenses, approvals, authorizations, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution, delivery and performance of this Agreement and the other Basic Documents. (c) The Servicer shall not make any material changes to its collection policies unless the Note Purchaser expressly consents in writing prior to such changes (which consent shall not be unreasonably withheld). (d) The Servicer shall provide written notice to the Noteholders and the Note Purchaser of any default, event of default or servicer termination event under any other warehouse financing facility or securitization that has occurred and which default, event of default or servicer termination shall not have been waived or otherwise cured within the applicable cure period. (e) The Servicer shall reimburse the Secured Parties Note Purchaser and the Noteholders for any and all fees or expenses that the Secured Parties Note Purchaser or such Noteholders, as applicable, pay to a bank arising out of a return of payments in respect from the Purchaser or the Seller deposited for collection by or for the benefit of the ReceivablesNote Purchaser or the Noteholders, as applicable. (cf) The Servicer will not (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any lien, security interest, charge, pledge, equity, encumbrance or restriction on transferability of the Receivables and the Other Conveyed Property except (x) for the lien in favor of the Collateral Agent Trustee for the benefit of the Lender Noteholders and the Note Purchaser and the restrictions on transferability imposed by this Agreement or any other Loan Basic Document or (y) with respect to any portion of the Receivables and the Other Conveyed Property released in a manner permitted by the Loan Basic Documents from the lien in favor of the Collateral Agent Trustee for the benefit of the LenderNoteholders and the Note Purchaser, or (ii) sign or file under the UCC of any jurisdiction any financing statement which names the Seller, the Servicer or the Purchaser as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables and Other Conveyed Property, except in each case any such instrument solely securing the rights and preserving the lien of the Collateral Agent Trustee for the benefit of the LenderNoteholders and the Note Purchaser. (d) Servicer shall maintain (i) a modern system of accounting in accordance with GAAP or other systems of accounting acceptable to Lender and (ii) standard operating procedures applicable to all of their locations with respect to the handling and disposition of cash receipts and other proceeds of Collateral on a daily basis, including the depositing thereof, aging of account receivables, record keeping and such other matters as Lender may reasonably request. For the purpose of determining compliance with the covenants and representations in the Loan Documents, Lender shall have the right to recast any financial statement or report presented to Lender by or on behalf of any Related Party to comply with GAAP. (e) Servicer agrees to furnish to Lender from time to time, promptly upon request, a list of all Obligors’ names and their most current addresses. Servicer agrees that Lender may from time to time, consistent with standard or generally accepted auditing practices, verify the validity, amount and any other matters relating to the Receivables by means of mail, telephone or otherwise, in the name of Servicer or Borrower and upon the occurrence of an Event of Default in the name of Lender or such other name as Lender may choose.

Additional Covenants of Servicer. (a) Except as otherwise provided in the Collection Policy, the Servicer shall (i) not release the any Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder (or repossession settlement pursuant to Section 2.02) or other liquidation upon transfer of the Financed VehicleVehicle to a successor purchaser ------------ of the vehicle following repossession by the Servicer, nor shall Servicer (ii) not materially impair the rights of Client or Agent in the Collateral Agent for Receivables or the benefit Collateral, (iii) not increase the number of the Lender in such Receivables, nor shall Servicer amend or otherwise modify scheduled payments due under a Receivable, Receivable except as permitted herein, (iv) except as provided in Section 2.02(d), not sell, pledge, --------------- assign, or transfer to any other Person, or grant, create, incur, assume, or suffer to exist any Lien on any Receivable, the Collateral, or any interest therein, (v) upon obtaining or a Service Provider obtaining actual knowledge thereof, immediately notify Client and Agent of the existence of any Lien on any such Receivable with an Outstanding Principal Balance in excess of $2,000.00, (vi) defend the right, title, and interest of Client and Agent in, to and under such Receivables and Collateral, against all claims of third parties claiming through or under the Servicer, (vii) deposit into the Depository Accounts and to the Collection Account all payments received by Servicer with respect to the Receivables in accordance with this Servicing Agreement, (viii) promptly notify Client and Agent of the occurrence of any Event of Default and any breach by Servicer or UDC of any of their covenants or representations and warranties contained herein, and (ix) upon the discovery of the relocation out of state of a Financed Vehicle, promptly notify Client and Agent of the occurrence of any event which, to the knowledge of the Servicer or a Service Provider, would require that Client or Agent make or cause to be made any filings, reports, notices, or applications or seek any consents or authorizations from any and all government agencies, tribunals, or authorities to create, maintain, and protect a first-priority security interest of Client or Agent in, to and on the Financed Vehicles and a first-priority security interest of Agent in, to, and on the Receivables (unless such actions are being taken by the Servicer pursuant to Section 4.22.04(a) above). Subject to Section 2.10(b) and ------------------- 2.10(e), all expenses paid by Servicer pursuant to this Section 2.05(a) shall be ------- --------------- borne by Client. (b) The Servicer will promptly advise Client and Agent of any inquiry received from an Obligor which contemplates the consent of Client or Agent. Inquiries contemplating the consent of Client or Agent shall reimburse the Secured Parties for include, but not be limited to, inquiries about settlement of any and all fees unasserted claim or expenses that the Secured Parties pay to a bank arising out defense, or compromise of a return of payments any amount an Obligor owes, in respect an amount in excess of the Receivablesamounts set forth in Section 2.02(a), or any other matters the Servicer --------------- should reasonably understand are not within the Servicer's authority under this Service Agreement or the Collection Policy. (c) Within two (2) Business Days of receipt, Servicer will not shall provide Client and Agent with copies of all correspondence, written notices, and legal and administrative documents which specifically allege that Servicer committed a wrongful act with regard to a Receivable, Obligor, or any Collateral and which specifically allege claims, damages or loss in excess of $20,000 per occurrence or $100,000 in the aggregate (collectively, the "Notice Items"). Within two (2) ------------ Business Days of receipt, Servicer shall inform Client and Agent in writing of the following: (1) the receipt of any written claim or the initiation of any legal process, litigation or administrative or judicial investigation regarding the Notice Items involving an uninsured amount in excess of $20,000 in any one instance or $100,000 in the aggregate; (2) the receipt of a written notice from any agency or governmental body having authority over the conduct of its business that (i) createit is being placed under regulatory supervision, incur (ii) any license, permit, charter, membership or suffer registration needed to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any lien, security interest, charge, pledge, equity, encumbrance or restriction on transferability of the Receivables and the Other Conveyed Property except (x) for the lien in favor of the Collateral Agent for the benefit of the Lender and the restrictions on transferability imposed by perform this Servicing Agreement or any other Loan Document material to the conduct of its business is to be suspended or (y) with respect to any portion of the Receivables and the Other Conveyed Property released in a manner permitted by the Loan Documents from the lien in favor of the Collateral Agent for the benefit of the Lenderrevoked, or (iiiii) sign it is to cease and desist any practice, procedure or file under policy employed by it in the UCC conduct of its business, and such cessation will materially adversely affect the conduct of its business or materially adversely affect its financial affairs or adversely affect its ability to perform this Servicing Agreement; or (3) the receipt of any jurisdiction written claim or the receipt of a written notice of the initiation of any financing statement legal process, litigation or administrative of juridical investigation against it which names Sellermay materially and adversely affect the operations, financial condition or business of Servicer or the Purchaser as a debtor, Servicer's ability to perform this Servicing Agreement or sign which in any way involves Client's or Agent's security agreement authorizing any secured party thereunder to file such financing statement, with respect to interest in the Receivables and Other Conveyed Property, except in each case any such instrument solely securing the or related Collateral or other rights and preserving the lien of the Collateral Agent for the benefit of the Lendertherein or under this Servicing Agreement. (d) The Servicer shall maintain (i) a modern system of accounting will reasonably cooperate with Client and Agent in accordance with GAAP or other systems of accounting acceptable to Lender audits, review and (ii) standard operating procedures applicable to special reports as may be required by the Court; provided that the Servicer is reimbursed by Client for all of their locations with respect to the handling reasonable costs and disposition of cash receipts and other proceeds of Collateral on a daily basis, including the depositing thereof, aging of account receivables, record keeping expenses associated therewith and such other matters as Lender may reasonably requestdoes not unreasonably interfere with the Servicer's business activities. For purposes of this Section 2.05(d) the purpose of determining compliance with term -------------- special reports shall not include any reports noted on Exhibit D hereto and --------- the covenants and representations term audits does not include the audits referenced in the Loan Documents, Lender shall have the right to recast any financial statement or report presented to Lender by or on behalf of any Related Party to comply with GAAP. (e) Servicer agrees to furnish to Lender from time to time, promptly upon request, a list of all Obligors’ names and their most current addressesSection 2.17. Servicer agrees that Lender may from time to time, consistent with standard or generally accepted auditing practices, verify the validity, amount and any other matters relating to the Receivables by means of mail, telephone or otherwise, in the name of Servicer or Borrower and upon the occurrence of an Event of Default in the name of Lender or such other name as Lender may choose.------------

Additional Covenants of Servicer. (a) The Servicer shall not release the Financed Vehicle Timeshare Property securing any each Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed VehicleTimeshare Property, nor shall the Servicer impair the rights of the Collateral Agent for the benefit of the Lender Noteholder in such ReceivablesReceivables or related Other Conveyed Property, nor shall the Servicer amend or otherwise modify a ReceivableReceivable or any of the related Other Conveyed Property, except as permitted in accordance with Section 4.2. (b) The Servicer shall reimburse obtain and/or maintain all necessary licenses, approvals, authorizations, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the Secured Parties for any execution, delivery and all fees or expenses that performance of this Agreement and the Secured Parties pay to a bank arising out of a return of payments in respect of the Receivablesother Basic Documents. (c) The initial Servicer will shall not make any material changes to its Collection Policy unless the Noteholder expressly consents in writing prior to such changes (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or which consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any lien, security interest, charge, pledge, equity, encumbrance or restriction on transferability of the Receivables and the Other Conveyed Property except (x) for the lien in favor of the Collateral Agent for the benefit of the Lender and the restrictions on transferability imposed by this Agreement or any other Loan Document or (y) with respect to any portion of the Receivables and the Other Conveyed Property released in a manner permitted by the Loan Documents from the lien in favor of the Collateral Agent for the benefit of the Lender, or (ii) sign or file under the UCC of any jurisdiction any financing statement which names Seller, Servicer or the Purchaser as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables and Other Conveyed Property, except in each case any such instrument solely securing the rights and preserving the lien of the Collateral Agent for the benefit of the Lendershall not be unreasonably withheld). (d) The Servicer shall maintain (i) a modern system of accounting in accordance with GAAP or other systems of accounting acceptable to Lender and (ii) standard operating procedures applicable to all of their locations with respect provide written notice to the handling Noteholder and disposition of cash receipts and other proceeds of Collateral on a daily basis, including the depositing thereof, aging of account receivables, record keeping and such other matters as Lender may reasonably request. For the purpose of determining compliance with the covenants and representations in the Loan Documents, Lender shall have the right to recast any financial statement or report presented to Lender by or on behalf Trustee of any Related Party to comply with GAAPDefault, Event of Default or Servicer Termination Event under this transaction or a similar event under any other warehouse financing facility or securitization that has occurred and which Default, Event of Default or Servicer Termination Event (or similar event) shall not have been waived or otherwise cured within the applicable cure period. (e) For so long as Silverleaf or any of its Affiliates controls the Resorts, the Servicer agrees shall use commercially reasonable efforts to furnish maintain or cause the Resorts to Lender be maintained in good repair, working order and condition (ordinary wear and tear excepted). (f) For so long as Silverleaf or any of its Affiliates controls the Association for a Resort, and Silverleaf or an Affiliate thereof is the manager, the related management contract may not be amended or modified if such amendment or modification is reasonably likely to have a material adverse effect on the interests of the Noteholder, except with the prior written consent of the Noteholder, which consent shall not be unreasonably withheld or delayed. (g) In the event any Lien (other than a Permitted Lien) attaches to any Receivable or Other Conveyed Property or related collateral from any Person claiming from or through Silverleaf or one of its Affiliates which materially adversely affects the Purchaser’s or the Noteholder’s interest in such Receivable or Other Conveyed Property, Silverleaf shall, within the earlier to occur of ten (10) Business Days after such attachment or the respective lienholders’ action to foreclose on such lien, either (a) cause such Lien to be released of record, (b) provide the Trustee with a bond in accordance with the applicable laws of the state in which the Timeshare Property is located, issued by a corporate surety acceptable to the Trustee, in an amount and in form reasonably acceptable to the Trustee or (c) provide the Trustee with such other security as the Trustee may reasonably require. (h) The Servicer shall: (a) promptly notify the Trustee of (i) any claim, action or proceeding which may be reasonably expected to have a material adverse effect on the Receivables or any Other Conveyed Property, or any material part thereof, and (ii) any action, suit, proceeding, order or injunction of which the Servicer becomes aware after the date hereof pending or threatened against or affecting the Servicer or any Affiliate which may be reasonably expected to have a material adverse effect on the Receivables or any Other Conveyed Property or the Servicer’s ability to service the same; (b) at the request of Trustee with respect to a claim or action or proceeding which arises from or through the Servicer or one of its Affiliates, appear in and defend, at Servicer’s expense, any such claim, petition or proceeding which would have a material adverse effect on the Receivables or any Other Conveyed Property or the Servicer’s ability to service the same; and (c) comply in all respects, and shall cause all Affiliates to comply in all respects, with the terms of any orders imposed on such Person by any governmental authority the failure to comply with which would have a material adverse effect on the Receivables or any Other Conveyed Property or the Servicer’s ability to service the same. (i) Except as contemplated by the Basic Documents, the Servicer (for so long as Silverleaf or any Affiliate thereof is the Servicer hereunder, otherwise Silverleaf in its individual capacity) shall not, and shall not permit the Managing Entity to, encumber, pledge or otherwise xxxxx x xxxx or security interest in and to the Reservation System (including, without limitation, all hardware, software and data in respect thereof) and furthermore agrees, and shall cause the Managing Entity, to use commercially reasonable efforts to keep the Reservation System operational, not to dispose of the same and to allow the members of each Association the use of, and access to, the Reservation System in accordance with the terms of the Management Agreement. (j) For so long as Silverleaf or any Affiliate thereof is the Servicer, it shall comply in all material respects with the Collection Policy in effect on the Closing Date (or, as amended from time to timetime with the consent of the Noteholder) and with the terms of the Timeshare Loans. (k) With respect to any Receivable (including but not limited to any Receivable which becomes a Defaulted Receivable) and its related Timeshare Loan, the Servicer shall, in accordance with the Servicing Standard, promptly upon requestinstitute collection procedures, which may include, but are not limited to, cancellation, forfeiture, termination or foreclosure proceedings or obtaining a list deed-in-lieu of all Obligors’ names foreclosure in respect of the related Timeshare Property, prior to the initiation of any proceedings in respect of such Receivable and their most current addresses. Servicer agrees that Lender may from time to time, consistent with standard or generally accepted auditing practices, verify the validity, amount and related Timeshare Loan by any other matters relating Person, including but not limited to the Receivables by means of mail, telephone or otherwise, in the name of Servicer or Borrower and upon the occurrence of an Event of Default in the name of Lender or such other name as Lender may chooseManaging Entity.

Additional Covenants of Servicer. (a) The Servicer shall not release the Financed Vehicle Timeshare Property securing any each Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed VehicleTimeshare Property, nor shall the Servicer impair the rights of the Collateral Agent for the benefit of the Lender Noteholder in such ReceivablesReceivables or related Other Conveyed Property, nor shall the Servicer amend or otherwise modify a ReceivableReceivable or any of the related Other Conveyed Property, except as permitted in accordance with Section 4.2. (b) The Servicer shall reimburse obtain and/or maintain all necessary licenses, approvals, authorizations, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the Secured Parties for any execution, delivery and all fees or expenses that performance of this Agreement and the Secured Parties pay to a bank arising out of a return of payments in respect of the Receivablesother Basic Documents. (c) The initial Servicer will shall not make any material changes to its Collection Policy unless the Noteholder expressly consents in writing prior to such changes (i) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or which consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any lien, security interest, charge, pledge, equity, encumbrance or restriction on transferability of the Receivables and the Other Conveyed Property except (x) for the lien in favor of the Collateral Agent for the benefit of the Lender and the restrictions on transferability imposed by this Agreement or any other Loan Document or (y) with respect to any portion of the Receivables and the Other Conveyed Property released in a manner permitted by the Loan Documents from the lien in favor of the Collateral Agent for the benefit of the Lender, or (ii) sign or file under the UCC of any jurisdiction any financing statement which names Seller, Servicer or the Purchaser as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables and Other Conveyed Property, except in each case any such instrument solely securing the rights and preserving the lien of the Collateral Agent for the benefit of the Lendershall not be unreasonably withheld). (d) The Servicer shall maintain (i) a modern system of accounting in accordance with GAAP or other systems of accounting acceptable to Lender and (ii) standard operating procedures applicable to all of their locations with respect provide written notice to the handling Noteholder and disposition of cash receipts and other proceeds of Collateral on a daily basis, including the depositing thereof, aging of account receivables, record keeping and such other matters as Lender may reasonably request. For the purpose of determining compliance with the covenants and representations in the Loan Documents, Lender shall have the right to recast any financial statement or report presented to Lender by or on behalf Trustee of any Related Party to comply with GAAPDefault, Event of Default or Servicer Termination Event under this transaction or a similar event under any other warehouse financing facility or securitization that has occurred and which Default, Event of Default or Servicer Termination Event (or similar event) shall not have been waived or otherwise cured within the applicable cure period. (e) For so long as Silverleaf or any of its Affiliates controls the Resorts, the Servicer agrees shall use commercially reasonable efforts to furnish maintain or cause the Resorts to Lender be maintained in good repair, working order and condition (ordinary wear and tear excepted). (f) For so long as Silverleaf or any of its Affiliates controls the Association for a Resort, and Silverleaf or an Affiliate thereof is the manager, the related management contract may not be amended or modified if such amendment or modification is reasonably likely to have a material adverse effect on the interests of the Noteholder, except with the prior written consent of the Noteholder, which consent shall not be unreasonably withheld or delayed. (g) In the event any Lien (other than a Permitted Lien) attaches to any Receivable or Other Conveyed Property or related collateral from any Person claiming from or through Silverleaf or one of its Affiliates which materially adversely affects the Purchaser's or the Noteholder's interest in such Receivable or Other Conveyed Property, Silverleaf shall, within the earlier to occur of ten (10) Business Days after such attachment or the respective lienholders' action to foreclose on such lien, either (a) cause such Lien to be released of record, (b) provide the Trustee with a bond in accordance with the applicable laws of the state in which the Timeshare Property is located, issued by a corporate surety acceptable to the Trustee, in an amount and in form reasonably acceptable to the Trustee or (c) provide the Trustee with such other security as the Trustee may reasonably require. (h) The Servicer shall: (a) promptly notify the Trustee of (i) any claim, action or proceeding which may be reasonably expected to have a material adverse effect on the Receivables or any Other Conveyed Property, or any material part thereof, and (ii) any action, suit, proceeding, order or injunction of which the Servicer becomes aware after the date hereof pending or threatened against or affecting the Servicer or any Affiliate which may be reasonably expected to have a material adverse effect on the Receivables or any Other Conveyed Property or the Servicer's ability to service the same; (b) at the request of Trustee with respect to a claim or action or proceeding which arises from or through the Servicer or one of its Affiliates, appear in and defend, at Servicer's expense, any such claim, petition or proceeding which would have a material adverse effect on the Receivables or any Other Conveyed Property or the Servicer's ability to service the same; and (c) comply in all respects, and shall cause all Affiliates to comply in all respects, with the terms of any orders imposed on such Person by any governmental authority the failure to comply with which would have a material adverse effect on the Receivables or any Other Conveyed Property or the Servicer's ability to service the same. (i) Except as contemplated by the Basic Documents, the Servicer (for so long as Silverleaf or any Affiliate thereof is the Servicer hereunder, otherwise Silverleaf in its individual capacity) shall not, and shall not permit the Managing Entity to, encumber, pledge or otherwise xxxxx x xxxx or security interest in and to the Reservation System (including, without limitation, all hardware, software and data in respect thereof) and furthermore agrees, and shall cause the Managing Entity, to use commercially reasonable efforts to keep the Reservation System operational, not to dispose of the same and to allow the members of each Association the use of, and access to, the Reservation System in accordance with the terms of the Management Agreement. (j) For so long as Silverleaf or any Affiliate thereof is the Servicer, it shall comply in all material respects with the Collection Policy in effect on the Closing Date (or, as amended from time to timetime with the consent of the Noteholder) and with the terms of the Timeshare Loans. (k) With respect to any Receivable (including but not limited to any Receivable which becomes a Defaulted Receivable) and its related Timeshare Loan, the Servicer shall, in accordance with the Servicing Standard, promptly upon requestinstitute collection procedures, which may include, but are not limited to, cancellation, forfeiture, termination or foreclosure proceedings or obtaining a list deed-in-lieu of all Obligors’ names foreclosure in respect of the related Timeshare Property, prior to the initiation of any proceedings in respect of such Receivable and their most current addresses. Servicer agrees that Lender may from time to time, consistent with standard or generally accepted auditing practices, verify the validity, amount and related Timeshare Loan by any other matters relating Person, including but not limited to the Receivables by means of mail, telephone or otherwise, in the name of Servicer or Borrower and upon the occurrence of an Event of Default in the name of Lender or such other name as Lender may chooseManaging Entity.

Additional Covenants of Servicer. a. Servicer shall not make any change in its lines of business that would reasonably be expected to materially impair the collectability of the Collateral under the Credit Agreement. b. Except as otherwise provided in the this Agreement, the Credit Agreement or the Receivables Purchase Agreement, Servicer shall not sell, or cause any Affiliate to, assign (aby operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Lien upon or with respect to, any Receivable, any Collections related thereto or any other Collateral, or upon or with respect to any account to which any Collections of any Receivable are sent, or assign any right to receive income in respect thereof. Except as otherwise provided in this Agreement or the Credit Agreement, Servicer shall not create, or suffer to exist, any Lien upon or with respect to Owner or Owner’s assets. c. Servicer shall comply with the Servicing Policy, the Credit Policy and the Dealer Qualification Policy. Servicer shall not make, or permit, any change or modification to the Credit Policy or the Dealer Qualification Policy, except to the extent Owner may make or authorize such amendment or supplement in accordance with Section 6.14 of the Credit Agreement, and shall not make, or permit, any change or modification to the form of Dealer Agreements or Direct Contract, except to the extent Owner may make or authorize such amendment or supplement in accordance with Section 6.15 of the Credit Agreement. d. Servicer shall not release the Financed Vehicle securing any Receivable from the security interest granted by such Receivable in whole or in part except in the event of payment in full by the Obligor thereunder or repossession or other liquidation of the Financed Vehicle, nor shall Servicer impair the rights of the Collateral Agent for the benefit of the Lender in such Receivables, nor shall Servicer amend or otherwise modify a Receivable, except as permitted in accordance with Section 4.23.01(d). e. Servicer shall pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, that no such Tax or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax or claim which has or may become a Lien against any of the Collateral, such contested proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax or claim. Servicer shall reimburse not (a) file or consent to the Secured Parties filing of any consolidated income tax return with any Person (other than Holding and its Subsidiaries) or (b) elect for any and all fees Owner, or expenses that the Secured Parties pay permit Owner, to elect to be classified as an association taxable as a bank arising out of corporation for federal or state tax purposes. No equity interest in Owner shall be owned by a return of payments in respect of the Receivables. (c) person other than a U.S. Person. Servicer will not (ipermit Owner at any relevant time to become an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes. In the event Owner is subject to an adjustment described in Section 6221(a) create, incur or suffer to exist, or agree to create, incur or suffer to exist, or consent to cause or permit in the future (upon the happening of a contingency or otherwise) the creation, incurrence or existence of any lien, security interest, charge, pledge, equity, encumbrance or restriction on transferability of the Receivables and Internal Revenue Code with respect to any taxable year beginning after December 31, 2018 (taking into account any extensions to the Other Conveyed Property except (x) for the lien in favor effective date of Sections 6221 through 6241 of the Collateral Agent for Internal Revenue Code, as amended by the benefit Bipartisan Budget Act of 2015), Servicer will, and will cause Owner to, make an election under Section 6226 (or any similar election available pursuant to United States Treasury Regulations under Sections 6221 through 6241 of the Lender and the restrictions on transferability imposed by this Agreement or any other Loan Document or (yInternal Revenue Code) with respect to determinations of adjustments at the partnership level. f. Servicer shall not direct Owner to take any portion action that would violate the special purpose entity requirements set forth in its organizational documents or the separateness covenants set forth in Section 5.6 of the Receivables Credit Agreement. g. Servicer will preserve and maintain its organizational existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain in good standing as a corporation in each jurisdiction, except where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification could not reasonably be expected to have a Material Adverse Effect with respect to Servicer. h. At any time or from time to time upon the request of any Agent or the Required Lenders, Servicer will, at its expense, promptly execute, acknowledge and deliver such further documents and take such other actions as such Agent or the Required Lenders may reasonably request of Servicer in order to effect fully the purposes of the Loan Documents, including providing any Lender with any information reasonably requested pursuant to Section 9.19 of the Credit Agreement. i. Servicer shall prepare the execution by the Borrower and coordinate the filing, on behalf of the Borrower, of all state and local sales and use tax returns related to the ownership by the Borrower of any Receivable and/or the related Financed Vehicle. j. Servicer shall obtain and/or maintain all necessary licenses, approvals, authorizations, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official, required in connection with the execution, delivery and performance of this Agreement and the Other Conveyed Property released other Loan Documents, except where failure to obtain or maintain such licenses, approvals, authorizations, orders or other actions would not reasonably be expected to have a Material Adverse Effect on the Servicer. k. At any time during the existence of a Servicer Default, Servicer authorizes Administrative Agent to communicate directly with Servicer’s independent certified public accountants and authorizes and shall instruct such accountants to communicate directly with Administrative Agent and authorizes such accountants to (and, upon Administrative Agent’s request therefor (at the request of any Agent), shall request that such accountants) communicate to Administrative Agent information relating to Servicer with respect to the business, results of operations and financial condition of Servicer and Owner (including the delivery of audit drafts and letters to management), provided that advance notice of such communication is given to Servicer, and Servicer is given a reasonable opportunity to cause an officer to be present during any such communication. If the independent certified public accountants report delivered in connection with Section 3.06(a) is qualified, then Servicer authorizes the Administrative Agent to communicate directly with Servicer and Owner’s independent certified public accountants with respect to such qualification, provided that advance notice of such communication is given to Servicer, and Servicer is given a manner reasonable opportunity to cause an officer to be present during any such communication. The failure of Servicer or Owner to be present during any communication permitted by under this Section 4.06(k) after Servicer has been given a reasonable opportunity to cause an officer to be present shall in no way impair the Loan Documents from the lien in favor rights of the Collateral Administrative Agent for under this Section 4.06(k). l. Servicer shall not (a) enter into any transaction of merger or consolidation, liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution) or (b) convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its business, assets or property, except, in each case, (i) any sale of Receivables to Subsidiaries of Servicer if such sale is permitted under the benefit of the Lender, Exclusivity Agreement or (ii) sign or file with the prior written consent of the Administrative Agent (acting with the consent of the Required Lenders). m. Servicer shall not change its Fiscal Year. n. Servicer shall use commercially reasonable efforts to enforce all covenants and obligations of the Servicer Account Banks under the UCC of any jurisdiction any financing statement which names Seller, Servicer or the Purchaser as a debtor, or sign any security agreement authorizing any secured party thereunder to file such financing statement, with respect to the Receivables and Other Conveyed Property, except in each case any such instrument solely securing the rights and preserving the lien of the Collateral Agent for the benefit of the LenderAccount Control Agreements. (d) Servicer shall maintain (i) a modern system of accounting in accordance with GAAP or other systems of accounting acceptable to Lender and (ii) standard operating procedures applicable to all of their locations with respect to the handling and disposition of cash receipts and other proceeds of Collateral on a daily basis, including the depositing thereof, aging of account receivables, record keeping and such other matters as Lender may reasonably request. For the purpose of determining compliance with the covenants and representations in the Loan Documents, Lender shall have the right to recast any financial statement or report presented to Lender by or on behalf of any Related Party to comply with GAAP. (e) Servicer agrees to furnish to Lender from time to time, promptly upon request, a list of all Obligors’ names and their most current addresses. Servicer agrees that Lender may from time to time, consistent with standard or generally accepted auditing practices, verify the validity, amount and any other matters relating to the Receivables by means of mail, telephone or otherwise, in the name of Servicer or Borrower and upon the occurrence of an Event of Default in the name of Lender or such other name as Lender may choose.