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

Mandatory Substitution and Repurchase 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 Seller in the Sale Agreement were incorrect at the time 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 Seller. In the event any such representation or warranty of the Seller is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the Seller, within 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 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 (a) repurchase such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 Seller’s repurchase or substitution obligations if the Seller has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 day period.

Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty. If at any time, any party hereto obtains knowledge, discovers, Knowledge or is notified in writing by any other party hereto, that any of the representations and warranties of the Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, each Rating Agency, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor or, pursuant to its rights under the Sale Agreement, the Club Originator, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 (a) repurchase such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountsAmount, if any. 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 SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, each Rating Agency, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor or, pursuant to its rights under the Sale Agreement, the Club Originator, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 (a) repurchase such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountsAmount, if any. 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 SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor, 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) after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 (ai) repurchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (bii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 30 day or 60-day period.

Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty. If at any time, any party hereto obtains knowledge, discoversKnowledge, or is notified in writing by any other party hereto, that any of the representations and warranties of the Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor, within 30 days (or, if the Depositor shall have provided satisfactory evidence to the Funding Agents (in 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) after the date it is first notified of, or otherwise discovers obtains Knowledge of, 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 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 to (ai) repurchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (bii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 30 day or 60-day period.

Mandatory Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor, 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) after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 (ai) repurchase the Issuer's interest in such Defective Timeshare Loan at the Repurchase Price or (bii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 Seller’s Depositor's repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 30 day or 60-day period.

Mandatory Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor, 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) after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 to (ai) repurchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (bii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 30 day or 60-day period.

Mandatory Substitution and Repurchase 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 representation or warranty of the Seller in the Sale Agreement were was incorrect at the time such representations and warranties were representation or warranty was made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture and Servicing Agreement, the Seller, and the Performance Guarantor. In the event any such representation or warranty of the Seller is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the Seller, within 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 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 (a) repurchase such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountsAmount, if any. 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 Seller’s repurchase or substitution obligations if the Seller has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 60 days of the end of the aforementioned 60 day period. 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 to the Custodian not later than the 90th day following the Funding Date or the Transfer Date, as the 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 by the Custodian prior to the 80th day following the Funding Date or the 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 Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Rating Agency, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor or, pursuant to its rights under the Sale Agreement, the Club Originator, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 (a) repurchase such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountsAmount, if any. 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 SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, each Rating Agency, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor or, pursuant to its rights under the Sale Agreement, the Club Originator, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 (a) repurchase such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountsAmount, if any. 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 Seller30 Depositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller in the Sale Agreement were incorrect at the time 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 Seller. In the event any such representation or warranty of the Seller is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the Seller, within 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 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 (a) repurchase purchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 Seller’s repurchase or substitution obligations if the Seller has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 day period.

Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty. If at any time, any party hereto obtains knowledge, discoversKnowledge, or is notified in writing by any other party hereto, that any of the representations and warranties of the Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor, within 30 days (or, if the Depositor shall have provided satisfactory evidence to the Funding Agents (in 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) after the date it is first notified of, or otherwise discovers obtains Knowledge of, 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 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 to (ai) repurchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (bii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 30 day or 60-day period.. 22

Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty. If at any time, the Servicer or the Issuer obtains knowledge or discovers, or any party hereto obtains knowledge, discovers, actual knowledge or is notified by any other party heretohereto in writing (which, in the case of the Indenture Trustee, such notification must be received by a Responsible Officer of the Indenture Trustee), that any of the representations and warranties of the Seller in the Sale Agreement were incorrect at the time 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 and the Seller. In the event any such representation or warranty of the Seller is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the Seller, within 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 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 (ai) repurchase such Defective Timeshare Loan at the Repurchase Price or (bii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 Seller’s repurchase or substitution obligations if the Seller has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 day period. Notwithstanding the foregoing, the Indenture Trustee shall not be required to initiate any proceedings to enforce the obligation of the Seller to cure any breach of representation or warranty unless it receives (i) written direction to do so from Noteholders representing at least 66-2/3% of the then Outstanding Note Balance of each Class of Notes and (ii) security, indemnity or prefunding from the Noteholders providing such direction, satisfactory to the Indenture Trustee in its sole discretion, against the losses, liabilities, costs and expenses (including the fees and expenses of the Indenture Trustee’s counsel and agents) that might be incurred by the Indenture Trustee in connection therewith. For the avoidance of doubt, neither the Indenture Trustee’s receipt of any reports pursuant to this Indenture nor any other publically available information available to the Indenture Trustee shall constitute written notice in accordance with this Section. Without limiting the generality of any other provision of the Indenture, the Indenture Trustee shall have no duty to conduct any investigation as to the occurrence of any condition requiring the repurchase of any Timeshare Loan by any person pursuant to the Indenture, or the eligibility of any Timeshare Loan for purposes of this Indenture.

Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty. (i) 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 representation or warranty of the Seller in the Sale Agreement were was incorrect at the time such representations and warranties were representation or warranty was made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture and Servicing Agreement, the Seller, and the Performance Guarantor. In the event any such representation or warranty of the Seller is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the Seller, Seller within 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 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 (a) repurchase such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountsAmount, if any. 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 Seller’s repurchase or substitution obligations if the Seller has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 60 days of the end of the aforementioned 60 day period; provided, that, any failure by the Seller to provide an updated local counsel opinion in accordance with clause (eee) of Schedule I to the Sale Agreement and the Purchase Agreement shall require the repurchase of all applicable Timeshare Loans by the Seller in accordance with subclause (ii) of this clause (a) below. 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 to the Custodian not later than the 90th day following the Funding Date or the Transfer Date, as the 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 by the Custodian prior to the 80th day following the Funding Date or the 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 Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Note Purchase Agreement, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders Noteholder therein, then the Note Issuer and the Indenture Trustee Collateral Agent shall require the SellerDepositor or, pursuant to its rights under the Sale Agreement, the Club Originator, within 30 days (or within 60 days days, if the Depositor has commenced and is diligently pursuing such elimination or cure during the 30 day period) after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 (x) 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 (a) repurchase the Note Issuer’s interest in such Defective Timeshare Loan at the its Repurchase Price or (by) in the case of a Defective Timeshare Loan only, provide one or more Qualified Substitute Timeshare Loans to the Note Issuer and pay the Substitution Shortfall Amounts, Amounts to the Note Issuer if any. 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 Note Issuer to enforce the SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 30-day period.

Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty. If at any time, any party hereto obtains knowledge, discoversKnowledge, or is notified in writing by any other party hereto, that any of the representations and warranties of the Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor, within 30 days (or, if the Depositor shall have provided satisfactory evidence to the Funding Agents (in 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) after the date it is first notified of, or otherwise discovers obtains Knowledge of, 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 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 to (ai) repurchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (bii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 30 day or 60-day period.. 21

Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty. If at any time, any party hereto obtains knowledge, discovers, Knowledge or is notified in writing by any other party hereto, that any of the representations and warranties of the Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, each Rating Agency, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor or, pursuant to its rights under the Sale Agreement, the Club Originator, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 (a) repurchase such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountsAmount, if any. 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 SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 60-day period.. 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, 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 Date or Transfer Date, as the case may be. 31

Mandatory Substitution and Repurchase 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 Seller Originator in the Transfer Agreement or the Servicer in the Loan Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Rating Agency, the Originator, and the SellerServicer. In the event any such representation or warranty of the Seller Originator or the Servicer, as applicable, is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerOriginator or the Servicer, as applicable, within 60 days after the date it is first notified ofnotified, or otherwise discovers obtains Knowledge, of such breach, 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 (1) 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 (a) repurchase purchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any; provided, however, that with respect to a breach of the representations contained in either clause (d)(ii) in Schedule I of the Transfer Agreement or clause (d)(ii) in Schedule I of the Loan Sale Agreement, the Originator or the Servicer, as applicable, shall either (i) repurchase the Issuer’s or its assignee’s interest in the related Defective Timeshare Loan or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amounts, if any, within 30 days after the Closing Date. 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 SellerOriginator’s repurchase and the Servicer’s purchase or substitution obligations if the Seller Originator or the Servicer, as applicable, has not complied with its repurchase purchase or substitution obligations under the Transfer Agreement or the Loan Sale Agreement Agreement, as applicable, within 30 days of after the end of the aforementioned 60 60-day or 30-day period, as applicable.

Mandatory Substitution and Repurchase 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 Seller Originator in the Transfer Agreement or the Servicer in the Loan Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Originator, and the SellerServicer. In the event any such representation or warranty of the Seller Originator or the Servicer, as applicable, is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerOriginator or the Servicer, as applicable, within 60 days after the date it is first notified ofnotified, or otherwise discovers obtains Knowledge, of such breach, 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 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 (a) repurchase purchase the Issuer's interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any; provided, that the aggregate Loan Balances of the Qualified Substitute Timeshare Loans replacing Defective Timeshare Loans (measured as of the related Transfer Dates) may not exceed 5% of the aggregate Cut-Off Date Loan Balances of the Timeshare Loans on the Prefunding Termination Date. 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 Seller’s repurchase Originator's and the Servicer's purchase or substitution obligations if the Seller Originator or the Servicer, as applicable, has not complied with its repurchase purchase or substitution obligations under the Transfer Agreement or the Loan Sale Agreement Agreement, as applicable, within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Rating Agencies, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor or, pursuant to its rights under the Sale Agreement, the Club Originator, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 (1) 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 (a) repurchase the Issuer's interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans to the Issuer and pay the Substitution Shortfall Amounts, Amounts to the Issuer if any. 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 Seller’s Depositor's repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Rating Agencies, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 (1) 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 (a) repurchase the Issuer's interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 Seller’s Depositor's repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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, Knowledge that any of the representations and warranties of the Seller Bluegreen in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Seller and the SellerBluegreen. In the event any such representation or warranty of the Seller Bluegreen is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require require, pursuant to its rights under the SellerSale Agreement, Bluegreen, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 (a) repurchase such Defective Timeshare Loan at the its Repurchase Price Price, or (b) provide one or more Qualified Substitute Timeshare Loans to the Issuer and pay the Substitution Shortfall AmountsAmounts to the Issuer, if any. 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 SellerBluegreen’s repurchase or substitution obligations if the Seller Bluegreen has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Rating Agencies, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 (1) if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan”"DEFECTIVE TIMESHARE LOAN"), either (a) repurchase the Issuer's interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 Seller’s Depositor's repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Originator in the Transfer Agreement or the Servicer in the Loan Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Rating Agency, the Originator, and the SellerServicer. In the event any such representation or warranty of the Seller Originator or the Servicer, as applicable, is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerOriginator or the Servicer, as applicable, within 60 days after the date it is first notified ofnotified, or otherwise discovers obtains Knowledge, of such breach, 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 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 (a) repurchase purchase the Issuer's interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 Seller’s repurchase Originator's and the Servicer's purchase or substitution obligations if the Seller Originator or the Servicer, as applicable, has not complied with its repurchase purchase or substitution obligations under the Transfer Agreement or the Loan Sale Agreement Agreement, as applicable, within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Originator in the Transfer Agreement or the Servicer in the Loan Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Rating Agency, the Originator, and the SellerServicer. In the event any such representation or warranty of the Seller Originator or the Servicer, as applicable, is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerOriginator or the Servicer, as applicable, within 60 days after the date it is first notified ofnotified, or otherwise discovers obtains Knowledge, of such breach, 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 (1) 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 (a) repurchase purchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 SellerOriginator’s repurchase and the Servicer’s purchase or substitution obligations if the Seller Originator or the Servicer, as applicable, has not complied with its repurchase purchase or substitution obligations under the Transfer Agreement or the Loan Sale Agreement Agreement, as applicable, within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Originator in the Sale Transfer Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Rating Agency and the SellerOriginator. In the event any such representation or warranty of the Seller Originator is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerOriginator, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 (1) 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 (a) repurchase purchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 SellerOriginator’s repurchase purchase or substitution obligations if the Seller Originator has not complied with its repurchase purchase or substitution obligations under the Sale Transfer Agreement within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Originator in the Sale Transfer Agreement were incorrect at the time 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 SellerOriginator. In the event any such representation or warranty of the Seller Originator is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the Seller, Originator within 60 days after the date it is first notified ofnotified, or otherwise discovers obtains Knowledge, of such breach, 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 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 (a) repurchase purchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any; provided, that the aggregate Loan Balances of the Qualified Substitute Timeshare Loans replacing Defective Timeshare Loans (measured as of the related Transfer Dates) may not exceed 5% of the aggregate Cut-Off Date Loan Balances of the Timeshare Loans on the Prefunding Termination Date. 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 SellerOriginator’s repurchase purchase or substitution obligations if the Seller Originator has not complied with its repurchase purchase or substitution obligations under the Sale Agreement Transfer Agreement, within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase 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 Seller Originator in the Transfer Agreement or the Servicer in the Loan Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, the Rating Agency, the Originator, and the SellerServicer. In the event any such representation or warranty of the Seller Originator or the Servicer, as applicable, is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerOriginator or the Servicer, as applicable, within 60 days after the date it is first notified ofnotified, or otherwise discovers obtains Knowledge, of such breach, 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 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 (a) repurchase purchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. 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 SellerOriginator’s repurchase and the Servicer’s purchase or substitution obligations if the Seller Originator or the Servicer, as applicable, has not complied with its repurchase purchase or substitution obligations under the Transfer Agreement or the Loan Sale Agreement Agreement, as applicable, within 30 days of after the end of the aforementioned 60 60-day period.

Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty. If at any time, any party hereto obtains knowledge, discovers, Knowledge or is notified in writing by any other party hereto, that any of the representations and warranties of the Seller Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture Indenture, each Rating Agency, the Depositor and the SellerClub Originator. In the event any such representation or warranty of the Seller Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the SellerDepositor or, pursuant to its rights under the Sale Agreement, the Club Originator, within 60 days after the date it is first notified of, or otherwise discovers obtains Knowledge of 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 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 (a) repurchase such Defective Timeshare Loan at the Repurchase Price or (b) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall AmountsAmount, if any. The Indenture Trustee is hereby appointed attorney-in-fact, which appointment is coupled with an interest and is therefore 30 KL2 3337076.6 irrevocable, to act on behalf and in the name of the Issuer to enforce the SellerDepositor’s repurchase or substitution obligations if the Seller Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days of after the end of the aforementioned 60 60-day period. 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, 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 Date or Transfer Date, as the case may be.