Repurchases and Substitutions. The Depositor represents and warrants that as of the Closing Date:
Repurchases and Substitutions. The Seller shall provide written notice to the Company of any repurchase pursuant to Section 7(a) not less than two Business Days prior to the date on which such repurchase is to be effected, specifying the Defective Loan and the Repurchase Price therefor. Upon the repurchase of a Defective Loan pursuant to Section 7(a), the Seller shall deposit the Repurchase Price in the Collection Account on behalf of the Company no later than 12:00 noon, New York time, on the Payment Date on which such repurchase is made (the "REPURCHASE DATE"). If the Seller elects to substitute a Qualified Substitute Loan or Loans for a Defective Loan pursuant to this Section 7(b), the Seller shall deliver such Qualified Substitute Loan in the same manner as the other Series 2002-1 Loans sold hereunder, including delivery of the applicable Loan Documents as required pursuant to the Custodial Agreement and satisfaction of the same conditions with respect to such Qualified Substitute Loan as to the Purchase of Additional Loans set forth in Section 2(d)(iii). Payments due with respect to Qualified Substitute Loans prior to the last day of the Due Period next preceding the date of substitution shall not be property of the Company, but will be retained by the Master Servicer and remitted by the Master Servicer to the Seller on the next succeeding Payment Date. Scheduled Payments due on a Defective Loan prior to the last day of the Due Period next preceding the date of substitution shall be property of the Company, and after such last day of the Due Period next preceding the date of substitution the Seller shall be entitled to retain all Scheduled Payments due thereafter and other amounts received in respect of such Defective Loan. The Seller shall cause the Master Servicer to deliver a schedule of any Defective Loans so removed and Qualified Substitute Loans so substituted to the Company and such schedule shall be an amendment to the Series 2002-1 Loan Schedule. Upon such substitution, the Qualified Substitute Loan or Loans shall be subject to the terms of this PA Supplement in all respects, the Seller shall be deemed to have made the representations and warranties with respect to each Qualified Substitute Loan set forth in Section 6(b) of the Agreement and this PA Supplement and Section 6(c) of the Agreement, in each case as of the date of substitution, and the Seller shall be deemed to have made a representation and warranty that each Loan so substituted is an Qualified Substitute Loan ...
Repurchases and Substitutions. The Depositor shall provide written notice to the Issuer of any repurchase pursuant to Section 9(a) not less than two Business Days prior to the date on which such repurchase is to be effected, specifying the Defective Loan and the Repurchase Price therefor. Upon the repurchase of a Defective Loan pursuant to Section 9(a), the Depositor shall deposit, or shall cause the applicable Seller to deposit, the Repurchase Price in the Collection Account on behalf of the Issuer no later than 12:00 noon, New York time, on the Payment Date on which such repurchase is made (the “Repurchase Date”).
Repurchases and Substitutions. (a) The Transferor shall not have any obligation to repurchase the Conveyed Collateral. However, the Transferor, may, in its sole discretion and subject to compliance with Section 12.3 of the Indenture, purchase any MSD Collateral Obligations sold by the Transferor to the Issuer pursuant to this Agreement or substitute (in each case with the consent of the Collateral Manager, so long as MSD Partners, L.P. is the Collateral Manager) another MSD Collateral Obligation for, any:
(i) MSD Collateral Obligation sold by the Transferor to the Issuer pursuant to this Agreement that becomes a Defaulted Obligation;
(ii) MSD Collateral Obligation sold by the Transferor to the Issuer pursuant to this Agreement that has a Material Covenant Default;
(iii) MSD Collateral Obligation sold by the Transferor to the Issuer pursuant to this Agreement that becomes subject to a proposed Specified Amendment; or
(iv) obligation sold by the Transferor to the Issuer pursuant to this Agreement that is an Equity Security or otherwise no longer satisfies the definition of Collateral Obligation;
(v) MSD Collateral Obligation that becomes a Post-Transition S&P CCC Collateral Obligation; or
(vi) MSD Collateral Obligation sold by the Transferor to the Issuer pursuant to this Agreement that becomes a Credit Risk Obligation.
(b) The Transferor hereby acknowledges and agrees that its ability to purchase or substitute an MSD Collateral Obligation is limited by, and subject to, the requirements of Section 12.3 of the Indenture. In connection with each such repurchase or substitution, the Transferor shall be deemed to make the representations and warranties set forth in Section 3.1, as applicable.
(c) The Transferor shall have the right, but not the obligation, to purchase from the Issuer any such MSD Collateral Obligation sold by the Transferor to the Issuer pursuant to this Agreement subject to the Repurchase and Substitution Limit. In the event of such purchase at the option of the Transferor that does not result in the delivery of a Substitute Collateral Obligation, the Transferor shall deposit in the Collection Account an amount not less than the Fair Market Value for such MSD Collateral Obligation (or applicable portion thereof) as of the date of such repurchase.
Repurchases and Substitutions. (a) Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties.
(i) Upon the discovery by the Seller or the Issuer of a breach of any of the representations and warranties in Section 5(a) or Section 5(b) hereof which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee for the benefit of the Noteholders) therein, the party discovering such breach shall give prompt written notice thereof to the others and the Performance Guarantor; provided that with respect to any Trust-Based Timeshare Loan, no breach of any representation or warranty set forth in clauses (aa), (cc), (ff), (kk), (mm), or (oo) of Schedule I hereto will be deemed to materially and adversely affect the value of such Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer therein unless such breach materially and adversely affects the MVC Trust; provided, further, that any failure by the Seller to provide an updated local counsel opinion in accordance with clause (eee) of Schedule I hereto shall require the repurchase of all related Timeshare Loans by the Seller in accordance with subclause (ii) of this clause (a). Within 60 days from the date the Seller is notified of, or otherwise discovers, such breach, the Seller shall eliminate or otherwise cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or either (i) repurchase such Timeshare Loan at the Repurchase Price, or (ii) provide one or more Qualified Substitute Timeshare Loans for such Timeshare Loan and pay the related Substitution Shortfall Amount, if any. Notwithstanding the foregoing, (A) the failure to deliver a policy of lender’s title insurance in respect of a Timeshare Loan shall not constitute a breach of representation or warranty in respect of such Timeshare Loan if (i) the Timeshare Loan File contains a commitment to issue a policy of lender’s title insurance, and (ii) if such actual policy is delivered not later than the 90th day following the Funding Date or the Transfer 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 n...
Repurchases and Substitutions. 37 SECTION 0.Xxxx Collections, Distributions and Assignment of Defaulted Timeshare Loans to the Seller. 39 SECTION 9.Indemnification by Seller. 40 SECTION 10.Servicing. 41 SECTION 00.Xx Proceedings 61 SECTION 12.Notices, Etc 00 XXXXXXX 00.Xx Xxxxxx; Remedies 61 SECTION 14.Binding Effect; Assignability & Survivability 61 SECTION 15.Amendments; Consents and Waivers 62 SECTION 16.Severability 62 SECTION 17.GOVERNING LAW; CONSENT TO JURISDICTION. 62 SECTION 18.Headings 62 SECTION 19.Execution in Counterparts 62 SECTION 20.Confidentiality 63 SECTION 21.Multiple Roles 63 SECTION 22.Statements Required in Certificates or Opinions 63 TABLE OF CONTENTS, Page i SECTION 23.Fees, Expenses, Payments, Etc 63 SECTION 24.Term of the Agreement 64 SECTION 25.Intended Characterization; Grant of Security Interest 64 TABLE OF CONTENTS, Page ii Schedule I Representations and Warranties as to Timeshare Loans Schedule II Representations and Warranties as to Resorts Schedule 1 Originators Schedule 2 Litigation Involving Diamond Resorts Corporation, any Diamond Resorts Party, and any Originator. Schedule 3 Tax Matters Schedule 4 Environmental Matters Schedule 5 Insurance Schedule 6 Disclosed Timeshare Matters Schedule 7 Subsidiaries Schedule 8 Resorts SCHEDULES Exhibit A Collection Policy Exhibit B Lost Note Affidavit Exhibit C Schedule of Timeshare Loans Exhibit D Underwriting Guidelines Exhibit E Sale Notice Exhibit F-1 Buyer Commitment Purchase Confirmation Exhibit F-2 Buyer Purchase Confirmation Exhibit G Timeshare Loan Transfer Certificate Exhibit H Monthly Servicer Report Exhibit I Servicer Officer’s Certificate Exhibit J Data Record Layout Exhibit K Certificate of Assignment EXHIBITS This AMENDED AND RESTATED LOAN SALE AND SERVICING AGREEMENT (this “Agreement”), dated as of December 31, 2012 (the “Effective Date”), is by and among DRI QUORUM 2010 LLC, a Delaware limited liability company (the “Seller”), QUORUM FEDERAL CREDIT UNION, a federally chartered credit union (the “Buyer”) and their respective permitted successors and assigns, DIAMOND RESORTS FINANCIAL SERVICES, INC., a Nevada corporation, as servicer (“DFS” or the “Servicer”), and XXXXX FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as back-up servicer (the “Back-Up Servicer”).
Repurchases and Substitutions. 9 Section 3.3 Custody of Timeshare Loan Files.............................11 Section 3.4 Trustee to Obtain Fidelity Insurance........................11 Article IV ADMINISTRATION AND SERVICING OF RECEIVABLES........................11
Repurchases and Substitutions
