Common use of Mandatory Repurchase and Substitution of Timeshare Loans for Breach of Representation or Warranty Clause in Contracts

Mandatory Repurchase and Substitution of Timeshare Loans for Breach of Representation or Warranty. If at any time, any party hereto obtains knowledge, discovers, or is notified by any other party hereto, that any of the representations and warranties of the Depositor in the Sale Agreement were incorrect as of the date such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture and the Depositor. In the event any representation or warranty of the Depositor is incorrect as of the date such representation or warranty was made and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders or Purchasers therein, then the Issuer and the Indenture Trustee shall require the Depositor, within 30 days after the date it is first notified of, or otherwise discovers such breach, to eliminate or otherwise cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or either: (i) repurchase such Defective Timeshare Loan at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amount, if any; provided, that to the extent an Amortization Event shall have occurred and is continuing, the Depositor shall use its best efforts to repurchase each Timeshare Loan instead of replacing such Timeshare Loan. The Indenture Trustee is hereby appointed attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Issuer to enforce the Depositor’s repurchase or substitution obligations if the Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 15 days of the end of the aforementioned 30 day period.

Mandatory Repurchase and Substitution of Timeshare Loans for Breach of Representation or Warranty. If at any time, the Servicer or the Borrower obtains knowledge, or discovers, or any party hereto obtains knowledge, discovers, or is notified by any other party heretohereto in writing, that any of the representations and warranties of the Depositor Seller in the Sale Agreement were incorrect as of the date such representations and warranties were made, then the party discovering or receiving notice, as applicable, of such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Agreement and the DepositorSeller. In the event any representation or warranty of the Depositor Seller is incorrect as of the date such representation or warranty was made and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders or Purchasers Lenders therein, then the Issuer Borrower and the Indenture Trustee Collateral Agent shall require the DepositorSeller, within 30 days after the date it is first notified of, or otherwise discovers such breach, to eliminate or otherwise cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or either: (i) repurchase such Defective Timeshare Loan at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amount, if any; provided, that to the extent an Amortization Event shall have occurred and is continuing, the Depositor Seller shall use its best efforts to repurchase each Timeshare Loan instead of replacing such Timeshare Loan. The Indenture Trustee Collateral Agent is hereby appointed attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Issuer Borrower to enforce the DepositorSeller’s repurchase or substitution obligations if the Depositor Seller has not complied with its repurchase or substitution obligations under the Sale Agreement within 15 days of the end of the aforementioned 30 30-day period. Notwithstanding the foregoing, the Collateral Agent shall not be required to take any additional steps to enforce the obligation of the Seller to cure any representation and warranty breaches or repurchase any Timeshare Loans, unless and until it receives (i) a written direction to do so from Required Lenders, and (ii) security, indemnity or prefunding from the Lenders providing such direction, satisfactory to the Collateral Diamond - Collateral and Servicing Agreement #39303843 Agent in its sole discretion, against the losses, liabilities, costs, and expenses (including the fees and expenses of the Collateral Agent’s counsel and agents) that might be incurred by the Collateral Agent in connection therewith. For the avoidance of doubt, neither the Collateral Agent’s receipt of any reports pursuant to this Agreement nor any other publically available information available to the Collateral Agent shall constitute written notice in accordance with this Section.

Mandatory Repurchase and Substitution of Timeshare Loans for Breach of Representation or Warranty. If at any time, any party hereto obtains knowledge, discovers, or is notified by any other party hereto, that any of the representations and warranties of the Depositor in the Sale Agreement were incorrect as of the date such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture and the Depositor. In the event any representation or warranty of the Depositor is incorrect as of the date such representation or warranty was made and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders or Purchasers therein, then the Issuer and the Indenture Trustee shall require the Depositor, within 30 60 days after the date it is first notified of, or otherwise discovers such breach, to eliminate or otherwise cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or either: (i) repurchase such Defective Timeshare Loan at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amount, if any; provided, that to the extent an Amortization Event shall have occurred and is continuing, the Depositor shall use its best efforts to repurchase each Timeshare Loan instead of replacing such Timeshare Loan. The Indenture Trustee is hereby appointed attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Issuer to enforce the Depositor’s repurchase or substitution obligations if the Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 15 30 days of the end of the aforementioned 30 60 day period. Notwithstanding the foregoing: (i) the failure to deliver a policy of lender’s title insurance in respect of a Timeshare Loan shall not constitute a breach of representation or warranty in respect of such Timeshare Loan if (A) the Timeshare Loan File contains a commitment to issue a policy of lender’s title insurance, and (B) if such actual policy is delivered to the Custodian not later than the 90th day following the Closing Date or Transfer Date, as the case may be, and (ii) the failure to provide evidence that a Mortgage Loan has been recorded in the appropriate recording office shall not constitute a breach of representation or warranty in respect of such Timeshare Loan if such evidence is provided not later than the 90th day following the Closing Date or Transfer Date, as the case may be; provided, however, that if such policy of lender’s title insurance was delayed because the related original Mortgage (or copy thereof) had not been received from the appropriate recording office by the Custodian prior to the 80th day following the Closing Date or Transfer Date, as the case may be, then such 90-day periods in (i)(A) and (ii) shall be extended to a date 30 days after such receipt.