Common use of Representations and Warranties of the Back-up Servicer Clause in Contracts

Representations and Warranties of the Back-up Servicer. The Back-up Servicer hereby makes the following representations and warranties for the benefit of the Trustee, the Series Support Providers and the related Noteholders: (a) The Back-up Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America; (b) The Back-up Servicer has the power, authority and legal right to execute, deliver and perform this Master Agreement and any Series Supplement, and the execution, delivery and performance of this Master Agreement and any Series Supplement has been duly authorized by the Back-up Servicer by all necessary corporate action; (c) The execution, delivery and performance by the Back-up Servicer of this Master Agreement and the other Series Related Documents (a) does not violate any provision of any law or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to the Back-up Servicer or any of its assets, (b) does not violate any provision of the corporate charter or by-laws of the Back-up Servicer, (c) does not result in the creation or imposition of any Lien on any properties included in the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Back-up Servicer is a party, which violation or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or the transactions contemplated in this Master Agreement or the other Series Related Documents; (d) The execution, delivery and performance by the Back-up Servicer of this Master Agreement and the other Series Related Documents does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Back-up Servicer; and (e) This Master Agreement and the other Series Related Documents have been duly executed and delivered by the Back-up Servicer and constitutes the legal, valid, and binding agreement of the Back-up Servicer, enforceable in accordance with its and their respective terms.

Representations and Warranties of the Back-up Servicer. The Back-up Up Servicer hereby makes the following representations represents and warranties for the benefit warrants as of the TrusteeClosing Date, the Series Support Providers and the related Noteholdersfollowing: (ai) The Back-up Up Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America;States. (bii) The execution and delivery of this Agreement and the other Transaction Documents to which the Back-Up Servicer is a party, and the performance and compliance with the terms of this Agreement and the other Transaction Documents to which the Back-Up Servicer is a party by the Buyer or Back-Up Servicer, as applicable, will not violate the Back-Up Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (iii) The Back-up Up Servicer has the power, full power and authority to carry on its business as now being conducted and legal right to execute, deliver enter into and perform consummate all transactions contemplated by this Master Agreement and any Series Supplementthe other Transaction Documents, and has duly authorized the execution, delivery and performance of this Master Agreement and any Series Supplement the other Transaction Documents to which it is a party, and has been duly authorized executed and delivered this Agreement and the other Transaction Documents to which it is a party. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Back-up Up Servicer, enforceable against the Back-Up Servicer by all necessary corporate action;in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (cv) The Back-Up Servicer is not in violation of, and its execution and delivery of this Agreement and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Agreement and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Back-Up Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Back-Up Servicer, as applicable, to perform its obligations under any Transaction Document to which it is a party. (vi) No litigation is pending or, to the best of the Back-Up Servicer’s knowledge, threatened against the Back-Up Servicer that, if determined adversely to the Back-Up Servicer, would prohibit the Back-Up Servicer, as applicable, from entering into any Transaction Document to which it is a party or, in the Back-Up Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Back-Up Servicer to perform its obligations under any Transaction Document to which it is a party. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Back-up Up Servicer of this Master Agreement and the other Series Related Documents (a) does not violate any provision of any law or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to compliance by the Back-up Up Servicer or any of its assets, (b) does not violate any provision of with the corporate charter or by-laws of the Back-up Servicer, (c) does not result in the creation or imposition of any Lien on any properties included in the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions of any mortgage, indenture, contract, agreement, or other undertaking Transaction Documents to which the Back-up Servicer it is a party, which violation party or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or consummation of the transactions contemplated in this Master Agreement or by the other Series Related Documents;Transaction Documents has been obtained and is effective. (dviii) The Back-Up Servicer is in compliance with all statutes, laws and ordinances and all governmental rules and regulations to which it is subject, the violation of which, either individually or in the aggregate, could materially adversely affect its business, earnings, properties or condition (financial or other). The policies and procedures set forth in the Collection Policy and Underwriting Guidelines are in material compliance with all applicable statutes, laws and ordinances and all governmental rules and regulations. The execution, delivery and performance by of the Transaction Documents to which it is a party do not and will not cause the Back-up Up Servicer to be in violation of this Master Agreement and the other Series Related Documents does not require the authorization, consentany law or ordinance, or approval ofany order, the giving of notice torule or regulation, the filing or registration with, or the taking of any federal, state, municipal or other action in respect of, any governmental or public authority or agency regulating agency. (ix) There is no pending or, to the banking and corporate trust activities best of the Back-up Up Servicer; and (e) This Master Agreement and the other Series Related Documents have been duly executed and delivered by ’s knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Back-up Up Servicer which, if decided adversely, would materially and constitutes adversely affect (i) the legalcondition (financial or otherwise), valid, and binding agreement business or operations of the Back-up Up Servicer, enforceable (ii) the ability of the Back-Up Servicer to perform its obligations under, or the validity or enforceability of this Agreement or any other documents or transactions contemplated under this Agreement, (iii) any property or title of any Obligor to any Points or (iv) the Buyer’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans. (x) The Back-Up Servicer is not in accordance default under any material agreement, contract, instrument or Agreement to which it is a party or by which it or its properties is or are bound, or with its respect to any order of any court, administrative agency, arbitrator or governmental body which would have a material adverse effect on the transactions contemplated hereunder and their respective termsto the Back-Up Servicer’s knowledge, as applicable, no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or Agreement, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

Representations and Warranties of the Back-up Servicer. The Back-up Servicer hereby makes the following representations and warranties for on which the benefit of the TrusteeOriginators, the Series Support Providers Issuers, the Servicer, the Indenture Trustee and the related NoteholdersNoteholders shall be entitled to rely: (ai) The Back-up Servicer is a national banking association Delaware limited liability company duly organized, validly existing existing, and in good standing under the laws of the United States State of America;Delaware. (bii) The Back-up Servicer has the full power, authority and legal right to execute, deliver deliver, and perform this Master Agreement and any Series SupplementServicing Agreement, and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Master Agreement and any Series Supplement has been duly authorized by the Back-up Servicer by all necessary corporate action;Servicing Agreement. (ciii) The execution, delivery and performance by the Back-up Servicer of this Master Servicing Agreement and any other documents and transactions in connection herewith to which the other Series Related Documents Servicer is party do not and will not (ai) does not violate any of the provisions of the organizational documents of the Back-up Servicer, (ii) violate any provision of any law law, governmental rule or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority regulation currently in effect applicable to the Back-up Servicer or any of its assets, (b) does not violate any provision of the corporate charter properties or by-laws of by which the Back-up ServicerServicer or its properties may be bound or affected, (ciii) does not violate any judgment, decree, writ, injunction, award, determination or order currently in effect applicable to the Back-up Servicer or its properties or by which the Back-up Servicer or its properties are bound or affected, (iv) conflict with, or result in a breach of, or constitute a default under, any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Back-up Servicer is a party or by which it is bound or (v) result in the creation or imposition of any Lien on upon any of its properties included in pursuant to the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions terms of any such indenture, mortgage, indenturedeed of trust, contract, agreement, contract or other undertaking to which the Back-up Servicer is a party, which violation or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or the transactions contemplated in this Master Agreement or the other Series Related Documents;instrument. (div) The execution, delivery and performance by the Back-up Servicer of this Master Servicing Agreement and the other Series Related Documents does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any -8- 12 governmental authority or agency regulating the banking and corporate trust activities of the Back-up Servicer; and. (ev) This Master Servicing Agreement and the other Series Related Documents have has been duly executed and delivered by the Back-up Servicer and constitutes the legal, valid, and binding agreement of the Back-up Servicer, enforceable in accordance with its terms subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and their respective termsother similar laws affecting the enforceability of creditors' rights generally applicable in the event of the bankruptcy, insolvency or reorganization of the Servicer and to general principles of equity. (vi) There is no pending or, to the best of the Back-up Servicer's knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Back-up Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Back-up Servicer, (ii) the ability of the Back-up Servicer to perform its obligations under, or the validity or enforceability of, this Servicing Agreement or any other documents or transactions contemplated hereunder, (iii) any Pledged Property or title of any Obligor to any Pledged Property or (iv) the Indenture Trustee's ability to foreclose or otherwise enforce the liens of the Contracts.

Representations and Warranties of the Back-up Servicer. The Back-up Servicer hereby makes represents, warrants and covenants to the following representations Issuer, the Insurer, the Noteholders, the Servicer and warranties for the benefit Indenture Trustee that as of the Trustee, the Series Support Providers and the related Noteholdersdate hereof or as of such date specifically provided herein: (a) The Back-up Servicer is a national banking association duly organized, validly existing and authorized to engage in good standing a banking business under the federal laws of the United States of America; (b) The All necessary corporate, regulatory or other action has been taken to authorize and empower the Back-up Servicer and the officers or representatives acting on the Back-up Servicer’s behalf to perform and comply with the Back-up Servicer’s obligations under this Servicing Agreement, and the Back-up Servicer has the powerfull power and authority, authority and legal right to execute, deliver and perform this Master Agreement Servicing Agreement; (c) The execution and any Series Supplement, and the execution, delivery and performance of this Master Servicing Agreement and any Series Supplement has been duly authorized by the Back-up Servicer by all necessary corporate action; and its performance and compliance with the terms of this Servicing Agreement will not violate the Back-up Servicer’s articles of association or bylaws or constitute a default (cor an event which, with notice or lapse of time, or both, would constitute a default) The executionunder, delivery and performance by or result in the breach of, any material contract, security agreement, loan, credit agreement or any other agreement or instrument to which the Back-up Servicer of this Master Agreement and the other Series Related Documents (a) does not violate any provision of any law is a party or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority which may be applicable to the Back-up Servicer or any of its assets, (b) does not violate any provision of the corporate charter or by-laws of the Back-up Servicer, (c) does not result in the creation or imposition of any Lien on any properties included in the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Back-up Servicer is a party, which violation or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or the transactions contemplated in this Master Agreement or the other Series Related Documents; (d) The execution, delivery and performance by the Back-up Servicer of this Master This Servicing Agreement and the other Series Related Documents does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Back-up Servicer; and (e) This Master Agreement and the other Series Related Documents have been duly executed and delivered by the Back-up Servicer and constitutes the a legal, valid, valid and binding agreement obligation of the Back-up Servicer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and their respective termsother similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity; (e) The Back-up Servicer is not in violation of, and the execution, delivery and performance of this Servicing Agreement by the Back-up Servicer will not constitute a violation with respect to, any applicable order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Back-up Servicer or its properties or might have consequences that would materially adversely affect the performance of its duties hereunder; and (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the knowledge of the Back-up Servicer, contemplated or threatened against the Back-up Servicer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Servicing Agreement by or against the Back-up Servicer.

Representations and Warranties of the Back-up Servicer. The Back-up Servicer hereby makes the following representations and warranties for on which the benefit of the TrusteeSeller, Servicer, the Series Support Providers Purchasers and the related NoteholdersCollateral Agent shall be entitled to rely: (a) The Back-up Servicer is a national banking association Delaware limited liability company duly organized, validly existing existing, and in good standing under the laws of the United States State of America;Delaware. (b) The Back-up Servicer has the full power, authority and legal right to execute, deliver deliver, and perform this Master Agreement and any Series SupplementAgreement, and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Master Agreement and any Series Supplement has been duly authorized by the Back-up Servicer by all necessary corporate action;Agreement. (c) The execution, delivery and performance by the Back-up Servicer of this Master Agreement and any other documents and transactions in connection herewith to which the other Series Related Documents Back-up Servicer is party do not and will not (ai) does not violate any of the provisions of the organizational documents of the Back-up Servicer, (ii) violate any provision of any law law, governmental rule or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority regulation currently in effect applicable to the Back-up Servicer or any of its assets, (b) does not violate any provision of the corporate charter properties or by-laws of by which the Back-up ServicerServicer or its properties may be bound or affected, (ciii) does not violate any judgment, decree, writ, injunction, award, determination or order currently in effect applicable to the Back-up Servicer or its properties or by which the Back-up Servicer or its properties are bound or affected, (iv) conflict with, or result in a breach of, or constitute a default under, any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Back-up Servicer is a party or by which it is bound or (v) result in the creation or imposition of any Lien on upon any of its properties included in pursuant to the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions terms of any such indenture, mortgage, indenturedeed of trust, contract, agreement, contract or other undertaking to which the Back-up Servicer is a party, which violation or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or the transactions contemplated in this Master Agreement or the other Series Related Documents;instrument. (d) The execution, delivery and performance by the Back-up Servicer of this Master Agreement and the other Series Related Documents does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Back-up Servicer; and. (e) This Master Agreement and the other Series Related Documents have has been duly executed and delivered by the Back-up Servicer and constitutes the legal, valid, and binding agreement of the Back-up Servicer, enforceable in accordance with its terms subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and their respective termsother similar laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency or reorganization of the Back-up Servicer and to general principles of equity. (f) There is no pending or, to the best of the Back-up Servicer’s knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Back-up Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Back-up Servicer, (ii) the ability of the Back-up Servicer to perform its obligations under, or the validity or enforceability of, this Agreement or any other documents or transactions contemplated hereunder, (iii) any Purchased Assets or title of the Collateral Agent or any Purchaser to any Purchased Assets or (iv) the Collateral Agent’s ability to foreclose or otherwise enforce its liens on the Receivables.

Representations and Warranties of the Back-up Servicer. The Back-up Servicer hereby makes represents, warrants and covenants to the following representations Issuer, the Insurer, the Noteholders, the Servicer, the Depositor and warranties for the benefit Indenture Trustee that as of the Trustee, the Series Support Providers and the related Noteholdersdate hereof or as of such date specifically provided herein: (a) The Back-up Servicer is a national banking association duly organized, validly existing and authorized to engage in good standing a banking business under the federal laws of the United States of America; (b) The All necessary corporate, regulatory or other action has been taken to authorize and empower the Back-up Servicer and the officers or representatives acting on the Back-up Servicer's behalf to perform and comply with the Back-up Servicer's obligations under this Servicing Agreement, and the Back-up Servicer has the powerfull power and authority, authority and legal right to execute, deliver and perform this Master Agreement Servicing Agreement; (c) The execution and any Series Supplement, and the execution, delivery and performance of this Master Servicing Agreement and any Series Supplement has been duly authorized by the Back-up Servicer by all necessary corporate action; and its performance and compliance with the terms of this Servicing Agreement will not violate the Back-up Servicer's articles of association or bylaws or constitute a default (cor an event which, with notice or lapse of time, or both, would constitute a default) The executionunder, delivery and performance by or result in the breach of, any material contract, security agreement, loan, credit agreement or any other agreement or instrument to which the Back-up Servicer of this Master Agreement and the other Series Related Documents (a) does not violate any provision of any law is a party or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority which may be applicable to the Back-up Servicer or any of its assets, (b) does not violate any provision of the corporate charter or by-laws of the Back-up Servicer, (c) does not result in the creation or imposition of any Lien on any properties included in the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Back-up Servicer is a party, which violation or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or the transactions contemplated in this Master Agreement or the other Series Related Documents; (d) The execution, delivery and performance by the Back-up Servicer of this Master This Servicing Agreement and the other Series Related Documents does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Back-up Servicer; and (e) This Master Agreement and the other Series Related Documents have been duly executed and delivered by the Back-up Servicer and constitutes the a legal, valid, valid and binding agreement obligation of the Back-up Servicer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and their respective termsother similar laws affecting the enforcement of creditors' rights generally and to general principles of equity; (e) The Back-up Servicer is not in violation of, and the execution, delivery and performance of this Servicing Agreement by the Back-up Servicer will not constitute a violation with respect to, any applicable order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Back-up Servicer or its properties or might have consequences that would materially adversely affect the performance of its duties hereunder; and (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the knowledge of the Back-up Servicer, contemplated or threatened against the Back-up Servicer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Servicing Agreement by or against the Back-up Servicer.

Representations and Warranties of the Back-up Servicer. The Back-up Servicer hereby makes the following representations and warranties for on which the benefit of the TrusteeOriginator, the Series Support Providers Issuers, the Servicer, the Indenture Trustee and the related NoteholdersNoteholders shall be entitled to rely: (a) The Back-up Servicer is a national banking association Delaware limited liability company duly organized, validly existing existing, and in good standing under the laws of the United States State of America;Delaware. (b) The Back-up Servicer has the full power, authority and legal right to execute, deliver deliver, and perform this Master Agreement and any Series SupplementAgreement, and has taken all necessary action to authorize the execution, delivery delivery, and performance by it of this Master Agreement and any Series Supplement has been duly authorized by the Back-up Servicer by all necessary corporate action;Agreement. (c) The execution, delivery and performance by the Back-up Servicer of this Master Agreement and any other documents and transactions in connection herewith to which the other Series Related Documents Servicer is party do not and will not (ai) does not violate any of the provisions of the organizational documents of the Back-up Servicer, (ii) violate any provision of any law law, governmental rule or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority regulation currently in effect applicable to the Back-up Servicer or any of its assets, (b) does not violate any provision of the corporate charter properties or by-laws of by which the Back-up ServicerServicer or its properties may be bound or affected, (ciii) does not violate any judgment, decree, writ, injunction, award, determination or order currently in effect applicable to the Back-up Servicer or its properties or by which the Back-up Servicer or its properties are bound or affected, (iv) conflict with, or result in a breach of, or constitute a default under, any of the provisions of any material indenture, mortgage, deed of trust, contract or other instrument to which the Back-up Servicer is a party or by which it is bound or (v) result in the creation or imposition of any Lien on upon any of its properties included in pursuant to the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions terms of any such indenture, mortgage, indenturedeed of trust, contract, agreement, contract or other undertaking to which the Back-up Servicer is a party, which violation or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or the transactions contemplated in this Master Agreement or the other Series Related Documents;instrument. (d) The execution, delivery and performance by the Back-up Servicer of this Master Agreement and the other Series Related Documents does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Back-up Servicer; and. (e) This Master Agreement and the other Series Related Documents have has been duly executed and delivered by the Back-up Servicer and constitutes the legal, valid, and binding agreement of the Back-up Servicer, enforceable in accordance with its terms subject, as to the enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium and their respective termsother similar laws affecting the enforceability of creditors' rights generally applicable in the event of the bankruptcy, insolvency or reorganization of the Servicer and to general principles of equity. (f) There is no pending or, to the best of the Back-up Servicer's knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Back-up Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Back-up Servicer, (ii) the ability of the Back-up Servicer to perform its obligations under, or the validity or enforceability of, this Agreement or any other documents or transactions contemplated hereunder, (iii) any Pledged Property or title of any Obligor to any Pledged Property or (iv) the Indenture Trustee's ability to foreclose or otherwise enforce the liens of the Contracts.

Representations and Warranties of the Back-up Servicer. The Back-up Servicer hereby makes represents, warrants and covenants to the following representations Issuer, the Insurer, the Noteholders, the Servicer and warranties for the benefit Indenture Trustee that as of the Trustee, the Series Support Providers and the related Noteholdersdate hereof or as of such date specifically provided herein: (a) The Back-up Servicer is a national banking association duly organized, validly existing and authorized to engage in good standing a banking business under the federal laws of the United States of America; (b) The All necessary corporate, regulatory or other action has been taken to authorize and empower the Back-up Servicer and the officers or representatives acting on the Back-up Servicer’s behalf to perform and comply with the Back-up Servicer’s obligations under this Servicing Agreement, and the Back-up Servicer has the power, full power and authority and legal right to execute, deliver and perform this Master Agreement Servicing Agreement; (c) The execution and any Series Supplement, and the execution, delivery and performance of this Master Servicing Agreement and any Series Supplement has been duly authorized by the Back-up Servicer by all necessary corporate action; and its performance and compliance with the terms of this Servicing Agreement will not violate the Back-up Servicer’s articles of association or bylaws or constitute a default (cor an event which, with notice or lapse of time, or both, would constitute a default) The executionunder, delivery and performance by or result in the breach of, any material contract, security agreement, loan, credit agreement or any other agreement or instrument to which the Back-up Servicer of this Master Agreement and the other Series Related Documents (a) does not violate any provision of any law is a party or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority which may be applicable to the Back-up Servicer or any of its assets, (b) does not violate any provision of the corporate charter or by-laws of the Back-up Servicer, (c) does not result in the creation or imposition of any Lien on any properties included in the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Back-up Servicer is a party, which violation or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or the transactions contemplated in this Master Agreement or the other Series Related Documents; (d) The execution, delivery and performance by the Back-up Servicer of this Master This Servicing Agreement and the other Series Related Documents does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Back-up Servicer; and (e) This Master Agreement and the other Series Related Documents have been duly executed and delivered by the Back-up Servicer and constitutes the a legal, valid, valid and binding agreement obligation of the Back-up Servicer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and their respective termsother similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity; (e) The Back-up Servicer is not in violation of, and the execution, delivery and performance of this Servicing Agreement by the Back-up Servicer will not constitute a violation with respect to, any applicable order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Back-up Servicer or its properties or might have consequences that would materially adversely affect the performance of its duties hereunder; and (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the knowledge of the Back-up Servicer, contemplated or threatened against the Back-up Servicer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Servicing Agreement by or against the Back-up Servicer.

Representations and Warranties of the Back-up Servicer. The Back-up Servicer hereby makes represents, warrants and covenants to the following representations Debtor, the Surety Bond Provider, the Noteholder, the Servicer and warranties for the benefit Collateral Agent that as of the Trustee, the Series Support Providers and the related Noteholdersdate hereof or as of such date specifically provided herein: (a) The Back-up Servicer is a national banking association duly organized, validly existing and authorized to engage in good standing a banking business under the federal laws of the United States of America; (b) The All necessary corporate, regulatory or other action has been taken to authorize and empower the Back-up Servicer and the officers or representatives acting on the Back-up Servicer's behalf to perform and comply with the Back-up Servicer's obligations under this Servicing Agreement, and the Back-up Servicer has the powerfull power and authority, authority and legal right to execute, deliver and perform this Master Agreement Servicing Agreement; (c) The execution and any Series Supplement, and the execution, delivery and performance of this Master Servicing Agreement and any Series Supplement has been duly authorized by the Back-up Servicer by all necessary corporate action; and its performance and compliance with the terms of this Servicing Agreement will not violate the Back-up Servicer's articles of association or bylaws or constitute a default (cor an event which, with notice or lapse of time, or both, would constitute a default) The executionunder, delivery and performance by or result in the breach of, any material contract, security agreement, loan, credit agreement or any other agreement or instrument to which the Back-up Servicer of this Master Agreement and the other Series Related Documents (a) does not violate any provision of any law is a party or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority which may be applicable to the Back-up Servicer or any of its assets, (b) does not violate any provision of the corporate charter or by-laws of the Back-up Servicer, (c) does not result in the creation or imposition of any Lien on any properties included in the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions of any mortgage, indenture, contract, agreement, or other undertaking to which the Back-up Servicer is a party, which violation or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or the transactions contemplated in this Master Agreement or the other Series Related Documents; (d) The execution, delivery and performance by the Back-up Servicer of this Master This Servicing Agreement and the other Series Related Documents does not require the authorization, consent, or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Back-up Servicer; and (e) This Master Agreement and the other Series Related Documents have been duly executed and delivered by the Back-up Servicer and constitutes the a legal, valid, valid and binding agreement obligation of the Back-up Servicer, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and their respective termsother similar laws affecting the enforcement of creditors' rights generally and to general principles of equity; (e) The Back-up Servicer is not in violation of, and the execution, delivery and performance of this Servicing Agreement by the Back-up Servicer will not constitute a violation with respect to, any applicable order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Back-up Servicer or its properties or might have consequences that would materially adversely affect the performance of its duties hereunder; (f) No proceeding of any kind, including but not limited to litigation, arbitration, judicial or administrative, is pending or, to the knowledge of the Back-up Servicer, contemplated or threatened against the Back-up Servicer which would under any circumstance have an adverse effect on the execution, delivery, performance or enforceability of this Servicing Agreement by or against the Back-up Servicer; and (g) No certificate of an officer of the Back-up Servicer, statement of the Back-up Servicer furnished in writing or report of the Back-up Servicer delivered to the Debtor, the Surety Bond Provider, the Collateral Agent, the Servicer or any Noteholder by the Back-up Servicer required under this Servicing Agreement contains any untrue statement of a material fact or omits a material fact necessary to make the officer's certificate, statement or report not misleading; provided, that the Back-up Servicer makes no representation or warranty with respect to any information incorporated into or forming the basis of any certificate, statement or report that is provided to the Back-up Servicer by any other Person.

Representations and Warranties of the Back-up Servicer. The Back-up Up Servicer hereby makes the following representations represents and warranties for the benefit warrants as of the TrusteeClosing Date, the Series Support Providers and the related Noteholdersfollowing: (ai) The Back-up Up Servicer is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America;States. LOAN SALE & SERVICING AGREEMENT (bii) The execution and delivery of this Agreement and the other Transaction Documents to which the Back-Up Servicer is a party, and the performance and compliance with the terms of this Agreement and the other Transaction Documents to which the Back-Up Servicer is a party by the Buyer or Back-Up Servicer, as applicable, will not violate the Back-Up Servicer’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (iii) The Back-up Up Servicer has the power, full power and authority to carry on its business as now being conducted and legal right to execute, deliver enter into and perform consummate all transactions contemplated by this Master Agreement and any Series Supplementthe other Transaction Documents, and has duly authorized the execution, delivery and performance of this Master Agreement and any Series Supplement the other Transaction Documents to which it is a party, and has been duly authorized executed and delivered this Agreement and the other Transaction Documents to which it is a party. (iv) This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Back-up Up Servicer, enforceable against the Back-Up Servicer by all necessary corporate action;in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (cv) The Back-Up Servicer is not in violation of, and its execution and delivery of this Agreement and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Agreement and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Back-Up Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Back-Up Servicer, as applicable, to perform its obligations under any Transaction Document to which it is a party. (vi) No litigation is pending or, to the best of the Back-Up Servicer’s knowledge, threatened against the Back-Up Servicer that, if determined adversely to the Back-Up Servicer, would prohibit the Back-Up Servicer, as applicable, from entering into any Transaction Document to which it is a party or, in the Back-Up Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Back-Up Servicer to perform its obligations under any Transaction Document to which it is a party. (vii) Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Back-up Up Servicer of this Master Agreement and the other Series Related Documents (a) does not violate any provision of any law or any order, writ, judgment, or decree of any court, arbitrator, or governmental authority applicable to compliance by the Back-up Up Servicer or any of its assets, (b) does not violate any provision of with the corporate charter or by-laws of the Back-up Servicer, (c) does not result in the creation or imposition of any Lien on any properties included in the Series Trust Estate and (d) does not violate any provision of, or constitute, with or without notice or lapse of time, a default under, the provisions of any mortgage, indenture, contract, agreement, or other undertaking LOAN SALE & SERVICING AGREEMENT Transaction Documents to which the Back-up Servicer it is a party, which violation party or default could reasonably be expected to materially and adversely affect the Back-up Servicer 's performance or ability to perform its duties under this Master Agreement the other Series Related Documents or consummation of the transactions contemplated in this Master Agreement or by the other Series Related Documents;Transaction Documents has been obtained and is effective. (dviii) The Back-Up Servicer is in compliance with all statutes, laws and ordinances and all governmental rules and regulations to which it is subject, the violation of which, either individually or in the aggregate, could materially adversely affect its business, earnings, properties or condition (financial or other). The policies and procedures set forth in the Collection Policy and Underwriting Guidelines are in material compliance with all applicable statutes, laws and ordinances and all governmental rules and regulations. The execution, delivery and performance by of the Transaction Documents to which it is a party do not and will not cause the Back-up Up Servicer to be in violation of this Master Agreement and the other Series Related Documents does not require the authorization, consentany law or ordinance, or approval ofany order, the giving of notice torule or regulation, the filing or registration with, or the taking of any federal, state, municipal or other action in respect of, any governmental or public authority or agency regulating agency. (ix) There is no pending or, to the banking and corporate trust activities best of the Back-up Up Servicer; and (e) This Master Agreement and the other Series Related Documents have been duly executed and delivered by ’s knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Back-up Up Servicer which, if decided adversely, would materially and constitutes adversely affect (i) the legalcondition (financial or otherwise), valid, and binding agreement business or operations of the Back-up Up Servicer, enforceable (ii) the ability of the Back-Up Servicer to perform its obligations under, or the validity or enforceability of this Agreement or any other documents or transactions contemplated under this Agreement, (iii) any property or title of any Obligor to any Points or (iv) the Buyer’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans. (x) The Back-Up Servicer is not in accordance default under any material agreement, contract, instrument or Agreement to which it is a party or by which it or its properties is or are bound, or with its respect to any order of any court, administrative agency, arbitrator or governmental body which would have a material adverse effect on the transactions contemplated hereunder and their respective terms.to the Back-Up Servicer’s knowledge, as applicable, no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or Agreement, or with respect to any such order of any court, administrative agency, arbitrator or governmental body. LOAN SALE & SERVICING AGREEMENT