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. 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 Funding Agents (at their sole discretion) that (1) such breach cannot 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 with Indenture and may enforce the provisions of Depositor’s repurchase or substitution obligations if 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) Depositor has not been received from complied with its repurchase or substitution obligations under this Agreement within the appropriate recording office prior to the 80th day following the Closing Date or Transfer Date, as the case may be, then such 90aforementioned 30-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 60-day following the Closing Date or Transfer Date, as the case may be. period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. (i) 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 clauses (aa), (cc), (ff), (kk), (mm), or (oo) of Schedule I hereto will be deemed to materially and adversely affect the 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; provided, further, that any failure by the Seller to provide an updated local counsel opinion in accordance with clause (eee) of Schedule I hereto shall require the provisions repurchase of all related Timeshare Loans by the Transfer Agreement Seller in accordance with subclause (ii) of this clause (a). 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 Bluegreen Purchase Agreementpay the related Substitution Shortfall Amount, as applicableif any. Notwithstanding the foregoing, (A) the failure to deliver a policy of lender's ’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 if (i) the files related to such Timeshare Loan held by the Custodian contain File contains a binding unconditional commitment to issue a policy of lender's ’s title insurance showing no exceptions to coverage (other than Permitted Liens) (which may be a master commitment referencing one of more mortgages) or insurance, and (ii) if such actual policy is delivered to not later than 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 90th day following the Closing Funding Date or the 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 Mortgage or certificate of title has been recorded and/or stamped in, or has been sent for recording tostamped, 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 Closing 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 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 Funding Agents (at their sole discretion) that (1) such breach cannot 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 with Indenture and may enforce the provisions of Depositor's repurchase or substitution obligations if 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) Depositor has not been received from complied with its repurchase or substitution obligations under this Agreement within the appropriate recording office prior to the 80th day following the Closing Date or Transfer Date, as the case may be, then such 90aforementioned 30-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 60-day following the Closing Date or Transfer Date, as the case may be. period.

Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties. Upon the receipt of notice (x) discovery by the Depositor Seller, the Purchaser, the Administrative Agent or a Managing Agent of a breach of any of the representations and warranties set forth in Section 5 hereof (on the date on which such representation 3.1(f)(i) or warranty was madeSection 3.1(r) which materially and adversely affects the value of a Transferred Timeshare Loan or the interests of the Issuer Purchaser or any subsequent assignee of the Issuer (including Purchaser therein, without regard to any limitation set forth therein concerning the Indenture Trustee on behalf knowledge of the Noteholders) Seller as to the facts stated therein, or (y) the Depositor shall, within 60 days failure of receipt the Custodian to have (i) possession 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 complete Timeshare Loan Files with respect to the Increase Timeshare Loans and (ii) delivered a Custodial Receipt with respect to such Timeshare Loan Files with respect to the Increase Timeshare Loans in accordance with the Custody Agreement, in each case, on or prior to the date that is 90 days after the Amendment No. 2 Effective Date, the party discovering such breach or failure shall give prompt written notice to the other parties. Not later than the Distribution Date with respect to the Collection Period during which the Seller discovered such a breach or failure or received written notice thereof, if such breach or failure has not been cured in all material respects (such Timeshare Loanrespects, a “Defective Timeshare Loan”) either (i) the Seller shall repurchase such Defective each Transferred Timeshare Loan affected by such breach or failure from the Purchaser at the Repurchase Price, Price therefor or (ii) provide one or more shall substitute a Qualified Substitute Timeshare Loans Loan for each such Transferred Timeshare Loan and pay the any related Substitution Shortfall Amount, if anyin each case, in accordance with Section 2.7(d). It is understood and agreed that the Depositor shall have the right and will enforce such right With respect 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 included in Section 5 hereof 3.1(r) that are made to the best of the Seller’s knowledge or as to which materially and adversely affects the value of a Timeshare Loan Seller has no knowledge, if it is discovered by the Seller, the Purchaser or the interests Administrative Agent that the substance of such representation and warranty is inaccurate in any material respect then, notwithstanding the Issuer lack of knowledge by the Seller with respect to the substance of such representation and warranty being inaccurate at the time the representation 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 Agreementwarranty was made, as applicable. Notwithstanding the foregoing, (A) the failure to deliver a policy of lender's title insurance in respect of a Timeshare Loan such inaccuracy shall not constitute be deemed a breach of the applicable representation or warranty in respect for purposes 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. this Section 2.7(b).

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 Funding Agents (at their sole discretion) that (1) such breach cannot 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 13 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 with Indenture and may enforce the provisions of Depositor's repurchase or substitution obligations if 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) Depositor has not been received from complied with its repurchase or substitution obligations under this Agreement within the appropriate recording office prior to the 80th day following the Closing Date or Transfer Date, as the case may be, then such 90aforementioned 30-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 60-day following the Closing Date or Transfer Date, as the case may be. 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 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 with Indenture and may enforce the provisions of Depositor's repurchase or substitution obligations if 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) Depositor has not been received from complied with its repurchase or substitution obligations under this Agreement within the appropriate recording office prior to the 80th aforementioned 30 day following the Closing Date or Transfer Date, as the case may be, then such 9060-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. period.