Common use of Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties Clause in Contracts

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (i) repurchase such Defective Timeshare Loan at the Repurchase Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. It is understood and agreed that the Depositor shall have the right and will enforce such right to require the Club Originator to repurchase or substitute a Defective Timeshare Loan in the event of a breach of any of the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) in accordance with the provisions of the Transfer Agreement and Bluegreen Purchase Agreement, as applicable.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or 14 condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (i) repurchase such Defective Timeshare Loan at the Repurchase Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. It is understood and agreed that the Depositor shall have the right and will enforce such right to require the Club Originator to repurchase or substitute a Defective Timeshare Loan in the event of a breach of any of the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) in accordance with the provisions of the Transfer Agreement and Bluegreen Purchase Agreement, as applicable.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (i) repurchase the Issuer's interest in such Defective Timeshare Loan from the Issuer at the Repurchase Price, Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. It is understood and agreed that the Depositor shall have the right and will enforce such right to require the Club Originator to repurchase or substitute a Defective Timeshare Loan in the event of a breach of any of the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) in accordance with the provisions of the Transfer Agreement Agreements and Bluegreen Purchase Agreement, as applicable.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice discovery by the Depositor Seller or the Issuer of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation 5(a) or warranty was madeSection 5(b) which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (i) repurchase such Defective Timeshare Loan at the Repurchase Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. It is understood and agreed that the Depositor shall have the right and will enforce such right to require the Club Originator to repurchase or substitute a Defective Timeshare Loan in the event of a breach of any of the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf for the benefit of the Noteholders) therein, the party discovering such breach shall give prompt written notice thereof to the others and the Performance Guarantor; provided that with respect to any Trust-Based Timeshare Loan, no breach of any representation or warranty set forth in accordance with clauses (aa), (cc), (ff), (kk), (mm), or (oo) of Schedule I hereto will be deemed to materially and adversely affect the provisions value of such Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer therein unless such breach materially and adversely affects the MVC Trust. Within 60 days from the date the Seller is notified of, or otherwise discovers, such breach, the Seller shall 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 Timeshare Loan at the Repurchase Price, or (ii) provide one or more Qualified Substitute Timeshare Loans for such Timeshare Loan and pay the related Substitution Shortfall Amount, if any. Notwithstanding the foregoing, (A) 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 (i) the Timeshare Loan File contains a commitment to issue a policy of lender’s title insurance, and (ii) if such actual policy is delivered not later than the 90th day following the Funding Date or the Transfer Agreement and Bluegreen Purchase AgreementDate, as applicablethe case may be, and (B) the failure to provide evidence that a Mortgage or certificate of title has been recorded and/or stamped, as the case may be, 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 Funding Date or the 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 a copy thereof) had not been received from the appropriate recording office prior to the 80th day following the Funding Date or Transfer Date, as the case may be, then such 90-day periods in (A)(ii) and (B) shall be extended to a date 30 days after such receipt.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or a Closing Date Eligible Investment or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (i) repurchase the Issuer's interest in such Defective Timeshare Loan or such Closing Date Eligible Investment at the Repurchase Price, or (ii) in the case of a Defective Timeshare Loan only, provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. It is understood and agreed that the Depositor shall have the right and will enforce such right to require the Club Originator to repurchase or substitute a Defective Timeshare Loan or a Closing Date Eligible Investment in the event of a breach of any of the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or a Closing Date Eligible Investment or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) in accordance with the provisions of the Transfer Agreement and Bluegreen Purchase Agreement, as applicable.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or 14 KL2 3337071.5 condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (i) repurchase such Defective Timeshare Loan at the Repurchase Price, or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amount, if any. It is understood and agreed that the Depositor shall have the right and will enforce such right to require the Club Originator to repurchase or substitute a Defective Timeshare Loan in the event of a breach of any of the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) in accordance with the provisions of the Transfer Agreement and Bluegreen Purchase Agreement, as applicable.. Notwithstanding the foregoing, (A) 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, within ninety (90) days of the Closing Date or Transfer Date (i) the files related to such Timeshare Loan held by the Custodian contain a binding unconditional commitment to issue a policy of lender's title insurance showing no exceptions to coverage (other than Permitted Liens) (which may be a master commitment referencing one of more mortgages) or (ii) if such actual policy is delivered to the Custodian, 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) has not been received from the appropriate recording office prior to the 80th day following the Closing Date or Transfer Date, as the case may be, then such 90-day period shall be extended to a date thirty (30) days after such receipt of the related mortgage and (B) the failure to provide evidence that a mortgage or certificate of title has been recorded and/or stamped in, or has been sent for recording to, as the case may be, 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. 

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, within 30 days (or, if the Depositor shall have provided satisfactory evidence to the Agent (at its sole discretion) that (1) such breach can not be cured within the 30 day period, (2) such breach can be cured within an additional 30 day period and (3) it is diligently pursuing a cure, then 60 days days) of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (i) repurchase the Issuer's interest in such Defective Timeshare Loan from the Issuer at the Repurchase Price, Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. It is understood and agreed The Depositor acknowledges that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee. The Depositor shall have the right and will enforce such right to require the Club Originator to repurchase or substitute a Defective Timeshare Loan in the event of a breach of any of the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including further acknowledges that the Indenture Trustee on behalf of will be appointed attorney-in-fact under the Noteholders) in accordance Indenture and may enforce the Depositor's repurchase or substitution obligations if the Depositor has not complied with its repurchase or substitution obligations under this Agreement within the provisions of the Transfer Agreement and Bluegreen Purchase Agreement, as applicableaforementioned 30-day or 60-day period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or a Closing Date Eligible Investment or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (i) repurchase the Issuer’s interest in such Defective Timeshare Loan or such Closing Date Eligible Investment at the Repurchase Price, or (ii) in the case of a Defective Timeshare Loan only, provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. It is understood and agreed that the Depositor shall have the right and will enforce such right to require the Club Originator to repurchase or substitute a Defective Timeshare Loan or a Closing Date Eligible Investment in the event of a breach of any of the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or a Closing Date Eligible Investment or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) in accordance with the provisions of the Transfer Agreement and Bluegreen Purchase Agreement, as applicable.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor Servicer of a breach of any of the its respective representations and warranties in Section 5 hereof (on as of the date on which such representation or warranty was made) or covenants in Section 5 which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer Purchaser or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) Purchaser therein, the Depositor Servicer shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if covenant to be breached or either (i) repurchase the breach relates to a particular Purchaser’s or its assignee’s interest in such related defective Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a the “Defective Timeshare Loan”) either (i) repurchase such Defective Timeshare Loan from the Purchaser or its assignee at the Repurchase Price, Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. It is understood and agreed ; provided, however, that with respect to a breach of the Depositor representation contained in clause (d)(ii) in Schedule I hereto, the Servicer shall have either (i) repurchase the right and will enforce such right to require Issuer’s or its assignee’s interest in the Club Originator to repurchase or substitute a related Defective Timeshare Loan in or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the event of a breach of any of related Substitution Shortfall Amounts, if any, within 30 days after the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) in accordance with the provisions of the Transfer Agreement and Bluegreen Purchase Agreement, as applicableClosing Date.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor Originator of a breach of any of the its respective representations and warranties in Section 5 hereof (on as of the date on which such representation or warranty was made) or covenants in Section 5 which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, Originator shall within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if covenant to be breached or either (i) repurchase the breach relates to a particular Issuer’s or its assignee’s interest in such related defective Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a the “Defective Timeshare Loan”) either (i) repurchase such Defective Timeshare Loan from the Issuer or its assignee at the Repurchase Price, Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. It is understood and agreed ; provided, however, that with respect to a breach of the Depositor representation contained in clause (d)(ii) in Schedule I hereto, the Originator shall have either (i) repurchase the right and will enforce such right to require Issuer’s or its assignee’s interest in the Club Originator to repurchase or substitute a related Defective Timeshare Loan in or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the event of a breach of any of related Substitution Shortfall Amounts, if any, within 30 days after the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) in accordance with the provisions of the Transfer Agreement and Bluegreen Purchase Agreement, as applicableClosing Date.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice by the Depositor of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, the Depositor shall, within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”) either (i) repurchase the Issuer's interest in such Defective Timeshare Loan at the Repurchase Price, Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountAmounts, if any. It is understood and agreed that the Depositor shall have the right and will enforce such right to require the Club Originator to repurchase or substitute a Defective Timeshare Loan in the event of a breach of any of the representations and warranties in Section 5 hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) in accordance with the provisions of the Transfer Agreement and Bluegreen Purchase Agreement, as applicable.