Common use of Additional Covenants of the Originator Clause in Contracts

Additional Covenants of the Originator. (a) The Originator hereby covenants and agrees with the Issuer as follows: (i) It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. (ii) It shall preserve and maintain for itself its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity of enforceability of the Timeshare Loans. (iii) On or prior to the Closing Date or a Transfer Date, as applicable, it shall indicate in its and any applicable Affiliate's computer files and other records that each Timeshare Loan has been sold to the Issuer. (iv) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Issuer and that the Issuer is the owner of such Timeshare Loan. (v) On or prior to the Closing Date, it shall file at its own expense financing statements with respect to the Transferred Assets transferred hereunder, naming the Originator as debtor and naming as secured parties the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders, in the form and manner reasonably requested by the Issuer. It shall deliver file-stamped copies of such financing statements to the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders. (vi) It agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Securitization Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale or contribution of the Timeshare Loans, or to enable the Issuer or the Securitization Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. (vii) Any change in its legal name and any use by it of any tradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly disclosed to the Issuer and the Securitization Indenture Trustee in writing. (viii) Upon the discovery or receipt of notice by a Responsible Officer of it of a breach of any of its representations or warranties and covenants contained herein, it shall promptly disclose to the Issuer and the Securitization Indenture Trustee, in reasonable detail, the nature of such breach. (ix) In the event that it shall receive any payments in respect of a Timeshare Loan after the Closing Date or Transfer Date, as applicable (including any insurance proceeds that are not payable to the related Obligor), it shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. (x) It will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at its address listed herein. (xi) In the event that it or the Issuer or any assignee of the Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan from it to the Issuer, on written demand by the Issuer, or upon it otherwise being given notice thereof, it shall pay, and otherwise indemnify and hold the Issuer, and any subsequent assignee harmless, on an after-tax basis, from and against any and all such transfer taxes. (xii) It authorizes the Issuer and the Securitization Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without its signature where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it. (xiii) It shall not prepare any financial statements or other statements (including any tax filings) which shall account for the transactions contemplated by this Agreement in any manner other than as the sale of, or a capital contribution of, the Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral by it to the Issuer.

Additional Covenants of the Originator. (a) The Originator hereby covenants and agrees with the Issuer as follows: (i) It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. (ii) It shall preserve and maintain for itself its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity of enforceability of the Timeshare Loans. (iii) On or prior to the Closing Date or a Transfer Date, as applicable, it shall indicate in its and any applicable Affiliate's ’s computer files and other records that each Timeshare Loan has been sold to the Issuer. (iv) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Issuer and that the Issuer is the owner of such Timeshare Loan. (v) On or prior to the Closing Date, it shall file at its own expense financing statements with respect to the Transferred Assets transferred hereunder, naming the Originator as debtor and naming as secured parties the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders, in the form and manner reasonably requested by the Issuer. It shall deliver file-stamped copies of such financing statements to the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders. (vi) It agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Securitization Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale or contribution of the Timeshare Loans, or to enable the Issuer or the Securitization Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. (vii) Any change in its legal name and any use by it of any tradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly disclosed to the Issuer and the Securitization Indenture Trustee in writing. (viii) Upon the discovery or receipt of notice by a Responsible Officer of it of a breach of any of its representations or warranties and covenants contained herein, it shall promptly disclose to the Issuer and the Securitization Indenture Trustee, in reasonable detail, the nature of such breach. (ix) In the event that it shall receive any payments in respect of a Timeshare Loan after the Closing Date or Transfer Date, as applicable (including any insurance proceeds that are not payable to the related Obligor), it shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. (x) It will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at its address listed herein. (xi) In the event that it or the Issuer or any assignee of the Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan from it to the Issuer, on written demand by the Issuer, or upon it otherwise being given notice thereof, it shall pay, and otherwise indemnify and hold the Issuer, and any subsequent assignee harmless, on an after-tax basis, from and against any and all such transfer taxes. (xii) It authorizes the Issuer and the Securitization Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without its signature where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it. (xiii) It shall not prepare any financial statements or other statements (including any tax filings) which shall account for the transactions contemplated by this Agreement in any manner other than as the sale of, or a capital contribution of, the Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral by it to the Issuer.

Additional Covenants of the Originator. (a) The Originator hereby covenants and agrees with the Issuer as follows: (i) It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. (ii) It shall preserve and maintain for itself its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity of enforceability of the Timeshare Loans. (iii) On or prior to the Closing Date or a Transfer Date, as applicable, it shall indicate in its and any applicable Affiliate's ’s computer files and other records that each Timeshare Loan has been sold to the Issuer. (iv) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Issuer and that the Issuer is the owner of such Timeshare Loan. (v) On or prior to the Closing Date, it shall file at its own expense financing statements with respect to the Transferred Assets transferred hereunder, naming the Originator as debtor and naming as secured parties the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders, in the form and manner reasonably requested by the Issuer. It shall deliver file-stamped copies of such financing statements to the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders. (vi) It agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Securitization Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale or contribution of the Timeshare Loans, or to enable the Issuer or the Securitization Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. (vii) Any change in its the legal name of the Originator and any use by it of any tradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly disclosed to the Issuer and the Securitization Indenture Trustee in writing. (viii) Upon the discovery or receipt of notice by a Responsible Officer of it Originator of a breach of any of its representations or warranties and covenants contained hereinherein or in any Subsequent Transfer Agreement, it Originator shall promptly disclose to the Issuer and the Securitization Indenture Trustee, in reasonable detail, the nature of such breach. (ix) In the event that it Originator shall receive any payments in respect of a Timeshare Loan after the Closing Date or Transfer Date, as applicable (including any insurance proceeds that are not payable to the related Obligor), it shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. (x) It Originator will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at its the address of Originator listed herein. (xi) In the event that it the Originator or the Issuer or any assignee of the Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan from it the Originator to the Issuer, on written demand by the Issuer, or upon it the Originator otherwise being given notice thereof, it Originator shall pay, and otherwise indemnify and hold the Issuer, and any subsequent assignee harmless, on an after-tax basis, from and against any and all such transfer taxes. (xii) It The Originator authorizes the Issuer and the Securitization Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without its the signature of the Originator where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it. (xiii) It The Originator shall not prepare any financial statements or other statements (including any tax filings) which shall account for the transactions contemplated by this Agreement in any manner other than as the sale of, or a capital contribution of, the Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral by it the Originator to the Issuer.

Additional Covenants of the Originator. (a) The Originator hereby covenants and agrees with the Issuer as follows: (i) It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. (ii) It shall preserve and maintain for itself its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity of enforceability of the Timeshare Loans. (iii) On or prior to the Closing Date or a Transfer Date, as applicable, it shall indicate in its and any applicable Affiliate's ’s computer files and other records that each Timeshare Loan has been sold to the Issuer. (iv) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Issuer and that the Issuer is the owner of such Timeshare Loan. (v) On or prior to the Closing Date, it shall file at its own expense financing statements with respect to the Transferred Assets transferred hereunder, naming the Originator as debtor and naming as secured parties the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders, in the form and manner reasonably requested by the Issuer. It shall deliver file-stamped copies of such financing statements to the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders. (vi) It agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Securitization Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale or contribution of the Timeshare Loans, or to enable the Issuer or the Securitization Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. (vii) Any change in its the legal name of the Originator and any use by it of any tradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly disclosed to the Issuer and the Securitization Indenture Trustee in writing. (viii) Upon the discovery or receipt of notice by a Responsible Officer of it Originator of a breach of any of its representations or warranties and covenants contained herein, it Originator shall promptly disclose to the Issuer and the Securitization Indenture Trustee, in reasonable detail, the nature of such breach. (ix) In the event that it Originator shall receive any payments in respect of a Timeshare Loan after the Closing Date or Transfer Date, as applicable (including any insurance proceeds that are not payable to the related Obligor), it shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. (x) It Originator will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at its the address of Originator listed herein. (xi) In the event that it the Originator or the Issuer or any assignee of the Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan from it the Originator to the Issuer, on written demand by the Issuer, or upon it the Originator otherwise being given notice thereof, it Originator shall pay, and otherwise indemnify and hold the Issuer, and any subsequent assignee harmless, on an after-tax basis, from and against any and all such transfer taxes. (xii) It The Originator authorizes the Issuer and the Securitization Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without its the signature of the Originator where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it. (xiii) It The Originator shall not prepare any financial statements or other statements (including any tax filings) which shall account for the transactions contemplated by this Agreement in any manner other than as the sale of, or a capital contribution of, the Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral by it the Originator to the Issuer.

Additional Covenants of the Originator. (a) The Originator hereby covenants and agrees with the Issuer as follows: (i) It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. (ii) It shall preserve and maintain for itself its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity of enforceability of the Timeshare Loans. (iii) On or prior to the Closing Date or a Transfer Date, as applicable, it shall indicate in its and any applicable Affiliate's ’s computer files and other records that each Timeshare Loan has been sold to the Issuer. (iv) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Issuer and that the Issuer is the owner of such Timeshare Loan. (v) On or prior to the Closing Date, it shall file file, at its own expense expense, financing statements with respect to the Transferred Assets transferred hereunder, naming the Originator as debtor and naming as secured parties in favor of the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Issuer. It shall deliver file-file- stamped copies of such financing statements to the Issuer and the Securitization Indenture Trustee on behalf of the Securitization Noteholders. (vi) It agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Securitization Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale or contribution of the Timeshare Loans, or to enable the Issuer or the Securitization Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. (vii) Any change in its the legal name of the Originator and any use by it of any tradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly disclosed to the Issuer and the Securitization Indenture Trustee in writing. (viii) Upon the discovery or receipt of notice by a Responsible Officer of it Originator of a breach of any of its representations or warranties and covenants contained herein, it Originator shall promptly disclose to the Issuer and the Securitization Indenture Trustee, in reasonable detail, the nature of such breach. (ix) In the event that it Originator shall receive any payments in respect of a Timeshare Loan after the Closing Date or Transfer Date, as applicable (including any insurance proceeds that are not payable to the related Obligor), it shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. (x) It Originator will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at its the address of Originator listed herein. (xi) In the event that it the Originator or the Issuer or any assignee of the Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan from it the Originator to the Issuer, on written demand by the Issuer, or upon it the Originator otherwise being given notice thereof, it Originator shall pay, and otherwise indemnify and hold the Issuer, and any subsequent assignee harmless, on an after-tax basis, from and against any and all such transfer taxes. (xii) It The Originator authorizes the Issuer and the Securitization Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without its the signature of the Originator where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it. (xiii) It The Originator shall not prepare any financial statements or other statements (including any tax filings) which shall account for the transactions contemplated by this Agreement in any manner other than as the sale of, or a capital contribution of, the Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral by it the Originator to the Issuer.