Common use of Requirements for Purchase or Substitution of Contracts; Upgrades Clause in Contracts

Requirements for Purchase or Substitution of Contracts; Upgrades. (a) If Trendwest is required to purchase TFI's interest in any Contract and the related Receivables under Section 3.03 hereof, if TFI or Trendwest is required to purchase the Issuer's interest in any Contract and the related Receivables under Section 3.03 of the Sale Agreement, or if the Issuer is required or elects to purchase the Trustee's interest in any Contract and the related Receivables under Section 3.10 of the Servicing Agreement, such Contract and related Receivables shall be purchased by Trendwest at the Purchase Price. All purchases shall be accomplished at the times specified in subsection (c) below. (b) If Trendwest is required to substitute any Contract under Section 3.03 hereof or if TFI or Trendwest is required to substitute any Contract under Section 3.03 of the Sale Agreement (a "Substitute Contract"), each such Substitute Contract shall (i) be an Eligible Contract; (ii) be written on one of the standard forms attached as Exhibit A to this Agreement; (iii) be accompanied by a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Substitute Contract the information required in the Contract Schedule; (iv) not have been selected using procedures that identified the Contracts as being less desirable or valuable than other comparable vacation credit installment contracts owned by Trendwest; and (v) not have any Scheduled Payments that are due after the Stated Maturity Date of the Notes. In addition, (i) such Substitute Contracts shall have an aggregate Collateral Value at least equal to and not substantially greater than the aggregate Collateral Value of the Contracts being withdrawn as of the date of withdrawal (the "Substitution Criterion") and (ii) the representations and warranties set forth in Sections 3.01 and 3.02 shall be true and correct with respect to such Substitute Contract and the aggregate pool of Contracts as of the date such Substitute Contract is conveyed to TFI. (c) Any purchase or substitution of a Contract by Trendwest in accordance with Section 3.03 hereof or this Section 3.04 or by TFI or Trendwest under Section 3.03 or Section 3.04 of the Sale Agreement shall be made either by remittance of the Purchase Price to the Subservicer for deposit into the Clearing Account in accordance with Section 3.03(a) of the Servicing Agreement or by substitution of a Substitute Contract, as applicable, within one Business Day following the expiration of the cure period set forth in Section 3.03 hereof. (d) If an Obligor desires to enter into an Upgrade Contract, Trendwest, as Servicer, shall inform the Issuer of such fact. In such event, if the Issuer desires to enter into such Upgrade and so advises Trendwest, Trendwest for the benefit of the Issuer may (but shall not be obligated to) enter into an Upgrade Contract with such Obligor and transfer such Upgrade Contract to TFI for transfer to the Issuer in exchange for the existing Contract with such Obligor and an amount equal to the difference in the principal balance between the existing Contract and the Upgrade Contract (which amount shall be paid to Trendwest by increasing the amount owed by TFI under the intercompany debt between TFI and Trendwest); provided, however, that (i) such Upgrade Contract has an interest rate that is not more than 1.0% per annum lower than the interest rate on the Contract that is being replaced, (ii) each Scheduled Payment under the Upgrade Contract shall be the equal to or greater than the Scheduled Payments on the existing Contract, (iii) such Obligor has made all Scheduled Payments due on or before the date of such Upgrade, (iv) such Upgrade Contract is written on one of the standard forms attached as Exhibit A to this Agreement, (v) simultaneous with the execution of the Upgrade Contract, Trendwest shall execute a form of assignment to TFI attached to such Upgrade Contract, and indicate on the face of the Upgrade Contract that such contract is being sold to TFI, so that TFI can immediately execute an assignment to the Issuer and be pledged to the Trustee pursuant to the Indenture, (vi) such Upgrade Contract shall be delivered by Trendwest to the Custodian immediately after execution of such contract by the Obligor, WorldMark and Trendwest (and, in any event, prior to the release of the original Contract), (vii) the transfer of the Upgrade Contract shall not be effective (and the lien of the Trustee on the existing Contract and the related Receivable shall not be released) until after any applicable rescission period has expired and (viii) clauses (i)-(vii) above shall be representations and warranties of Trendwest, and Trendwest shall be obligated to purchase from the Issuer any Upgrade Contract that does not comply with such representations and warranties. Simultaneous with the delivery of such Upgrade Contract to the Custodian, Trendwest shall deliver to the Trustee a supplement to this Agreement substantially in the form of Annex A hereto Upon the acquisition by TFI and, subsequently, the Issuer of any Upgrade Contract pursuant to the provisions of this Section 3.04(d), Trendwest hereby agrees that such Upgrade Contract will be subject to all the terms and provisions of this Agreement, the Sale Agreement, the Servicing Agreement and the Indenture just as if such Upgrade Contract had been one of the original Contracts acquired on the Closing Date.

Requirements for Purchase or Substitution of Contracts; Upgrades. (a) If Trendwest is required to purchase TFI's interest in any Contract and the related Receivables under Section 3.03 hereof, if TFI or Trendwest is required to purchase the Issuer's interest in any Contract and the related Receivables under Section 3.03 of the Sale Agreement, hereof or if the Issuer is required or elects to purchase the Trustee's interest in any Contract and the related Receivables under Section 3.10 of the Servicing Agreement, such Contract and related Receivables shall be purchased by Trendwest at the Purchase Price. All purchases shall be accomplished at the times specified in subsection (c) below. (b) If Trendwest is required to substitute any Contract under Section 3.03 hereof or if TFI or Trendwest is required to substitute any Contract under Section 3.03 of the Sale Agreement hereof, each such contract (a "Substitute Contract"), each such Substitute Contract ) shall (i) be an Eligible Contract; (ii) be written on one of the standard forms attached as Exhibit A to this Agreement; (iii) be accompanied by a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Substitute Contract the information required in the Contract Schedule; (iv) not have been selected using procedures that identified the Contracts as being less desirable or valuable than other comparable vacation credit installment contracts owned by Trendwest; and (v) not have any Scheduled Payments that are due after the date that is six months prior to the Stated Maturity Date of the NotesNotes supported by such Contract. In addition, (i) such Substitute Contracts shall have an aggregate Collateral Value at least equal to and not substantially greater than the aggregate Collateral Value of the Contracts being withdrawn as of the date of withdrawal (the "Substitution Criterion"), (ii) such Substitute Contract will have an interest rate that is not 1% less than the original Contract and (iiiii) the representations and warranties set forth in Sections 3.01 and 3.02 shall be true and correct with respect to such Substitute Contract and the aggregate pool of Contracts as of the date such Substitute Contract is conveyed to TFIthe Issuer. Upon the substitution of any Substitute Contract pursuant to the provisions of this Section 3.04(b), Trendwest hereby agrees that such Substitute Contract will be subject to all the terms and provisions of this Agreement, the Servicing Agreement, the Collateral Agent Agreement and the Indenture just as if such Substitute Contract had been one of the original Contracts acquired on the Closing Date. Upon the substitution of a Substitute Contract pursuant to this Section 3.04(b), the Issuer and Trendwest shall also comply with the provisions and limitations set forth in the Indenture. All substitutions shall be accomplished at the time specified in subsection (c) below. (c) Any purchase or substitution of a Contract by Trendwest in accordance with Section 3.03 hereof or this Section 3.04 or by TFI or Trendwest under Section 3.03 or Section 3.04 of the Sale Agreement shall be made either by remittance of the Purchase Price to the Subservicer Servicer for deposit into the Clearing Account in accordance with Section 3.03(a) of the Servicing Agreement or by substitution of a Substitute Contract, as applicable, within one Business Day following the expiration of the cure period set forth in Section 3.03 hereof. (d) If an Obligor desires to enter into an Upgrade Contract, Trendwest, as Servicer, shall inform the Issuer of such fact. In such event, if the Issuer desires to enter into purchase the receivable related to such Upgrade and so advises Trendwest, Trendwest for will allow the benefit of Obligor to upgrade and transfer the Issuer may (but shall not be obligated to) enter into an related Upgrade Contract with such Obligor and transfer such Upgrade Contract to TFI for transfer to the Issuer in exchange for the existing Contract with such Obligor and an amount equal to the difference in the principal balance between the existing Contract and the Upgrade Contract (which amount shall be paid to Trendwest out of funds distributed to the Issuer pursuant to Section 12.02(d) of the Indenture or by increasing the amount owed by TFI the Issuer under the intercompany debt between TFI and TrendwestSubordinated Note); provided, however, that (i) such Upgrade Contract has must have an interest rate that is not more than 1.0% per annum lower than the interest rate on the Contract that is being replaced, (ii) each Scheduled Payment under the Upgrade Contract shall must be the equal to or greater than the Scheduled Payments on the existing Contract, (iii) such Obligor has must have made all Scheduled Payments within the time periods required by the related Contract which were due on or before the date of such Upgrade, (iv) such Upgrade Contract is must be written on one of the standard forms attached as Exhibit A to this Agreement, (v) the Upgrade Contract is an Eligible Contract, (vi) simultaneous with the execution of the Upgrade Contract, Trendwest shall execute have executed a form of assignment to TFI the Issuer attached to such Upgrade Contract, Contract and indicate on the face of the Upgrade Contract that such contract is being sold to TFI, so that TFI can immediately execute an assignment to the Issuer and be pledged will pledge such Receivable to the Trustee pursuant to the Indenture, (vivii) such Upgrade Contract shall be delivered by Trendwest to the Custodian Collateral Agent immediately after execution of such contract by the Obligor, WorldMark and Trendwest (and, in any event, prior to the release of the original Contract), (viiviii) the transfer of the Upgrade Contract shall not be effective (and the lien of the Trustee on the existing Contract and the related Receivable shall not be released) until after any applicable rescission period has expired and (viiiix) clauses (i)-(viii)-(viii) above shall be representations and warranties of Trendwest, and Trendwest shall be obligated to purchase from the Issuer any Upgrade Contract that does not comply with such representations and warranties. Simultaneous with the delivery of such Upgrade Contract to the CustodianCollateral Agent, Trendwest shall deliver to the Trustee a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Upgrade Contract the information required on the Contract Schedule. Upon the acquisition by TFI and, subsequently, the Issuer of any Upgrade Contract pursuant to the provisions of this Section 3.04(d) (and the subsequent transfer of the related Receivable to the Issuer), Trendwest hereby agrees that such Upgrade Contract and the related Receivable, as applicable, will be subject to all the terms and provisions of this Agreement, the Sale Agreement, the Servicing Agreement and the Indenture just as if such Upgrade Contract had been one of the original Contracts acquired on the Closing Date.

Requirements for Purchase or Substitution of Contracts; Upgrades. (a) If Trendwest is required to purchase TFI's interest in any Contract and the related Receivables under Section 3.03 hereof, if TFI or Trendwest is required to purchase the Issuer's interest in any Contract and the related Receivables under Section 3.03 of the Sale Agreement, or if the Issuer is required or elects to purchase the Trustee's interest in any Contract and the related Receivables under Section 3.10 of the Servicing Agreement, such Contract and related Receivables shall be purchased by Trendwest at the Purchase Price. All purchases shall be accomplished at the times specified in subsection (c) below. (b) If Trendwest is required to substitute any Contract under Section 3.03 hereof or if TFI or Trendwest is required to substitute any Contract under Section 3.03 of the Sale Agreement (a "Substitute Contract"), each such Substitute Contract shall (i) be an Eligible Contract; (ii) be written on one of the standard forms attached as Exhibit A to this Agreement; (iii) be accompanied by a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Substitute Contract the information required in the related Series Contract Schedule; (iv) not have been selected using procedures that identified the Contracts as being less desirable or valuable than other comparable vacation credit installment contracts owned by Trendwest; and (v) not have any Scheduled Payments that are due after the Stated Maturity Date of the NotesNotes of the Series supported by such Contract. In addition, (i) such Substitute Contracts shall have an aggregate Collateral Value at least equal to and not substantially greater than the aggregate Collateral Value of the Contracts being withdrawn as of the date of withdrawal (the "Substitution Criterion") and (ii) the representations and warranties set forth in Sections 3.01 and 3.02 shall be true and correct with respect to such Substitute Contract and the aggregate pool of Contracts as of the date such Substitute Contract is conveyed to TFI. Upon the substitution of any Substitute Contract pursuant to the provisions of this Section 3.04(b), Trendwest hereby agrees that such Substitute Contract will be subject to all the terms and provisions of this Agreement, the Sale Agreement, the Servicing Agreement, the Custodian Agreement and the Indenture just as if such Substitute Contract had been one of the original Contracts acquired on the applicable Series Closing Date. Upon the substitution of a Substitute Contract pursuant to this Section 3.04(b), TFI and Trendwest shall also comply with the provisions and limitations set forth in the Indenture. All substitutions shall be accomplished at the time specified in subsection (c) below. (c) Any purchase or substitution of a Contract by Trendwest in accordance with Section 3.03 hereof or this Section 3.04 or by TFI or Trendwest under Section 3.03 or Section 3.04 of the Sale Agreement shall be made either by remittance of the Purchase Price to the Subservicer for deposit into the Clearing Account in accordance with Section 3.03(a) of the Servicing Agreement or by substitution of a Substitute Contract, as applicable, within one Business Day following the expiration of the cure period set forth in Section 3.03 hereof. (d) If an Obligor desires to enter into an Upgrade Contract, Trendwest, as Servicer, shall inform the Issuer and TFI of such fact. In such event, if the Issuer desires to enter into purchase the receivable related to such Upgrade and so advises Trendwest, Trendwest for the benefit of the Issuer and TFI may (but shall not be obligated to) enter into an Upgrade Contract with such Obligor and transfer such Upgrade Contract to TFI for transfer to the Issuer in exchange for the existing Contract with such Obligor and an amount equal to the difference in the principal balance between the existing Contract and the Upgrade Contract (which amount shall be paid to Trendwest by increasing the amount owed by TFI under the intercompany debt between TFI and Trendwest); provided, however, that (i) such Upgrade Contract has an interest rate that is not more than 1.0% per annum lower than the interest rate on the Contract that is being replaced, (ii) each Scheduled Payment under the Upgrade Contract shall be the equal to or greater than the Scheduled Payments on the existing Contract, (iii) such Obligor has made all Scheduled Payments due on or before the date of such Upgrade, (iv) such Upgrade Contract is written on one of the standard forms attached as Exhibit A to this Agreement, (v) simultaneous with the execution of the Upgrade Contract, Trendwest shall execute a form of assignment to TFI attached to such Upgrade Contract, and indicate on the face of the Upgrade Contract that such contract is being sold to TFI, so that TFI can immediately execute an assignment of the related Receivable to the Issuer and be pledged Issuer, which will pledge such Receivable to the Trustee pursuant to the Indenture, (vi) such Upgrade Contract shall be delivered by Trendwest to the Custodian immediately after execution of such contract by the Obligor, WorldMark and Trendwest (and, in any event, prior to the release of the original Contract), (vii) the transfer of the Upgrade Contract shall not be effective (and the lien of the Trustee on the existing Contract and the related Receivable shall not be released) until after any applicable rescission period has expired and (viii) clauses (i)-(vii) above shall be representations and warranties of Trendwest, and Trendwest shall be obligated to purchase from the Issuer any Upgrade Contract that does not comply with such representations and warranties. Simultaneous with the delivery of such Upgrade Contract to the Custodian, Trendwest shall deliver to the Trustee a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Upgrade Contract the information required on the applicable Series Contract Schedule. Upon the acquisition by TFI and, subsequently, the Issuer of any Upgrade Contract pursuant to the provisions of this Section 3.04(d) (and the subsequent transfer of the related Receivable to the Issuer), Trendwest hereby agrees that such Upgrade Contract and the related Receivable, as applicable, will be subject to all the terms and provisions of this Agreement, the Sale Agreement, the Servicing Agreement and the Indenture just as if such Upgrade Contract had been one of the original Contracts acquired on the applicable Series Closing Date.

Requirements for Purchase or Substitution of Contracts; Upgrades. (a) If Trendwest is required to purchase TFI's interest in any Contract and the related Receivables under Section 3.03 hereof, if TFI or Trendwest is required to purchase the Issuer's interest in any Contract and the related Receivables Receivables, under Section 3.03 of the Sale Agreement, hereof or if the Issuer is required or elects to purchase the Trustee's interest in any Contract and the related Receivables under Section 3.10 of the Servicing Agreement, such Contract and related Receivables shall be purchased by Trendwest at the Purchase Price. All purchases shall be accomplished at the times specified in subsection (c) below. (b) If Trendwest is required to substitute any Contract under Section 3.03 hereof or if TFI or Trendwest is required to substitute any Contract under Section 3.03 of the Sale Agreement hereof, each such contract (a "Substitute Contract"), each such Substitute Contract ) shall (i) be an Eligible Contract; (ii) be written on one of the standard forms attached as Exhibit A to this Agreement; (iii) be accompanied by a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Substitute Contract the information required in the Contract Schedule; (iv) not have been selected using procedures that identified the Contracts as being less desirable or valuable than other comparable vacation credit installment contracts owned by Trendwest; and (v) not have any Scheduled Payments that are due after the date that is six months prior to the Stated Maturity Date of the NotesNotes supported by such Contract. In addition, (i) such Substitute Contracts shall have an aggregate Collateral Value at least equal to and not substantially greater than the aggregate Collateral Value of the Contracts being withdrawn as of the date of withdrawal (the "Substitution Criterion"), (ii) such Substitute Contract will have an interest rate that is not 1% less than the original Contract and (iiiii) the representations and warranties set forth in Sections 3.01 and 3.02 shall be true and correct with respect to such Substitute Contract and the aggregate pool of Contracts as of the date such Substitute Contract is conveyed to TFIthe Issuer. Upon the substitution of any Substitute Contract pursuant to the provisions of this Section 3.04(b), Trendwest hereby agrees that such Substitute Contract will be subject to all the terms and provisions of this Agreement, the Servicing Agreement, the Custodian Agreement and the Indenture just as if such Substitute Contract had been one of the original Contracts acquired on the Closing Date. Upon the substitution of a Substitute Contract pursuant to this Section 3.04(b), the Issuer and Trendwest shall also comply with the provisions and limitations set forth in the Indenture. All substitutions shall be accomplished at the time specified in subsection (c) below. (c) Any purchase or substitution of a Contract by Trendwest in accordance with Section 3.03 hereof or this Section 3.04 or by TFI or Trendwest under Section 3.03 or Section 3.04 of the Sale Agreement shall be made either by remittance of the Purchase Price to the Subservicer Servicer for deposit into the Clearing Account in accordance with Section 3.03(a) of the Servicing Agreement or by substitution of a Substitute Contract, as applicable, within one Business Day following the expiration of the cure period set forth in Section 3.03 hereof. (d) If an Obligor desires notifies Trendwest of its intent to enter into an Upgrade Contract, Trendwest, as Servicer, shall inform the Issuer of such fact. In such eventevents, if the Issuer desires will purchase the receivable related to enter into such Upgrade and so advises Trendwest, Trendwest for will transfer the benefit of the Issuer may (but shall not be obligated to) enter into an related Upgrade Contract with such Obligor and transfer such Upgrade Contract to TFI for transfer to the Issuer in exchange for the existing Contract with such Obligor and an amount equal to the difference in the principal balance between the existing Contract and the Upgrade Contract (which amount shall be paid to Trendwest out of funds distributed to the Issuer pursuant to Section 12.02(d) of the Indenture or by increasing the amount owed by TFI the Issuer under the intercompany debt between TFI and TrendwestSubordinated Note); provided, however, that (i) such Upgrade Contract has must have an interest rate that is not more than 1.0% per annum lower than the interest rate on the Contract that is being replaced, (ii) each Scheduled Payment under the Upgrade Contract shall must be the equal to or greater than the Scheduled Payments on the existing Contract, (iii) such Obligor has must have made all Scheduled Payments within the time periods required by the related Contract which were due on or before the date of such Upgrade, (iv) such Upgrade Contract is must be written on one of the standard forms attached as Exhibit A to this Agreement, (v) the Upgrade Contract is an Eligible Contract, (vi) simultaneous with the execution of the Upgrade Contract, Trendwest shall execute have executed a form of assignment to TFI the Issuer attached to such Upgrade Contract, Contract and indicate on the face of the Upgrade Contract that such contract is being sold to TFI, so that TFI can immediately execute an assignment to the Issuer and be pledged will pledge such Receivable to the Trustee pursuant to the Indenture, (vivii) such Upgrade Contract shall be delivered by Trendwest to the Custodian immediately after execution of such contract by the Obligor, WorldMark and Trendwest (and, in any event, prior to the release of the original Contract), (viiviii) the transfer of the Upgrade Contract shall not be effective (and the lien of the Trustee on the existing Contract and the related Receivable shall not be released) until after any applicable rescission period has expired and (viiiix) clauses (i)-(viii)-(viii) above shall be representations and warranties of Trendwest, and Trendwest shall be obligated to purchase from the Issuer any Upgrade Contract that does not comply with such representations and warranties. Simultaneous with the delivery of such Upgrade Contract to the Custodian, Trendwest shall deliver to the Trustee a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Upgrade Contract the information required on the Contract Schedule. Upon the acquisition by TFI and, subsequently, the Issuer of any Upgrade Contract pursuant to the provisions of this Section 3.04(d) (and the subsequent transfer of the related Receivable to the Issuer), Trendwest hereby agrees that such Upgrade Contract and the related Receivable, as applicable, will be subject to all the terms and provisions of this Agreement, the Sale Agreement, the Servicing Agreement and the Indenture just as if such Upgrade Contract had been one of the original Contracts acquired on the Closing Date.

Requirements for Purchase or Substitution of Contracts; Upgrades. (a) If Trendwest is required to purchase TFI's interest in any Contract and the related Receivables under Section 3.03 hereof, if TFI or Trendwest is required to purchase the Issuer's interest in any Contract and the related Receivables Receivables, under Section 3.03 of the Sale Agreement, hereof or if the Issuer is required or elects to purchase the Trustee's interest in any Contract and the related Receivables under Section 3.10 of the Servicing Agreement, such Contract and related Receivables shall be purchased by Trendwest at the Purchase Price. All purchases shall be accomplished at the times specified in subsection (c) below. (b) If Trendwest is required to substitute any Contract under Section 3.03 hereof or if TFI or Trendwest is required to substitute any Contract under Section 3.03 of the Sale Agreement hereof, each such contract (a "Substitute Contract"), each such Substitute Contract ) shall (i) be an Eligible Contract; (ii) be written on one of the standard forms attached as Exhibit A to this Agreement; (iii) be accompanied by a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Substitute Contract the information required in the Contract Schedule; (iv) not have been selected using procedures that identified the Contracts as being less desirable or valuable than other comparable vacation credit installment contracts owned by Trendwest; and (v) not have any Scheduled Payments that are due after the date that is six months prior to the Stated Maturity Date of the NotesNotes supported by such Contract. In addition, (i) such Substitute Contracts shall have an aggregate Collateral Value at least equal to and not substantially greater than the aggregate Collateral Value of the Contracts being withdrawn as of the date of withdrawal (the "Substitution Criterion"), (ii) such Substitute Contract will have an interest rate that is not 1% less than the original Contract and (iiiii) the representations and warranties set forth in Sections 3.01 and 3.02 shall be true and correct with respect to such Substitute Contract and the aggregate pool of Contracts as of the date such Substitute Contract is conveyed to TFIthe Issuer. Upon the substitution of any Substitute Contract pursuant to the provisions of this Section 3.04(b), Trendwest hereby agrees that such Substitute Contract will be subject to all the terms and provisions of this Agreement, the Servicing Agreement, the Custodian Agreement and the Indenture just as if such Substitute Contract had been one of the original Contracts acquired on the Closing Date. Upon the substitution of a Substitute Contract pursuant to this Section 3.04(b), the Issuer and Trendwest shall also comply with the provisions and limitations set forth in the Indenture. All substitutions shall be accomplished at the time specified in subsection (c) below. (c) Any purchase or substitution of a Contract by Trendwest in accordance with Section 3.03 hereof or this Section 3.04 or by TFI or Trendwest under Section 3.03 or Section 3.04 of the Sale Agreement shall be made either by remittance of the Purchase Price to the Subservicer Servicer for deposit into the Clearing Account in accordance with Section 3.03(a) of the Servicing Agreement or by substitution of a Substitute Contract, as applicable, within one Business Day following the expiration of the cure period set forth in Section 3.03 hereof. (d) If an Obligor desires notifies Trendwest of its intent to enter into an Upgrade Contract, Trendwest, as Servicer, shall inform the Issuer of such fact. In such event, if the Issuer desires to enter into purchase the receivable related to such Upgrade and so advises Trendwest, Trendwest for will allow the benefit of Obligor to upgrade and transfer the Issuer may (but shall not be obligated to) enter into an related Upgrade Contract with such Obligor and transfer such Upgrade Contract to TFI for transfer to the Issuer in exchange for the existing Contract with such Obligor and an amount equal to the difference in the principal balance between the existing Contract and the Upgrade Contract (which amount shall be paid to Trendwest out of funds distributed to the Issuer pursuant to Section 12.02(d) of the Indenture or by increasing the amount owed by TFI the Issuer under the intercompany debt between TFI and TrendwestSubordinated Note); provided, however, that (i) such Upgrade Contract has must have an interest rate that is not more than 1.0% per annum lower than the interest rate on the Contract that is being replaced, (ii) each Scheduled Payment under the Upgrade Contract shall must be the equal to or greater than the Scheduled Payments on the existing Contract, (iii) such Obligor has must have made all Scheduled Payments within the time periods required by the related Contract which were due on or before the date of such Upgrade, (iv) such Upgrade Contract is must be written on one of the standard forms attached as Exhibit A to this Agreement, (v) the Upgrade Contract is an Eligible Contract, (vi) simultaneous with the execution of the Upgrade Contract, Trendwest shall execute have executed a form of assignment to TFI the Issuer attached to such Upgrade Contract, Contract and indicate on the face of the Upgrade Contract that such contract is being sold to TFI, so that TFI can immediately execute an assignment to the Issuer and be pledged will pledge such Receivable to the Trustee pursuant to the Indenture, (vivii) such Upgrade Contract shall be delivered by Trendwest to the Custodian immediately after execution of such contract by the Obligor, WorldMark and Trendwest (and, in any event, prior to the release of the original Contract), (viiviii) the transfer of the Upgrade Contract shall not be effective (and the lien of the Trustee on the existing Contract and the related Receivable shall not be released) until after any applicable rescission period has expired and (viiiix) clauses (i)-(viii)-(viii) above shall be representations and warranties of Trendwest, and Trendwest shall be obligated to purchase from the Issuer any Upgrade Contract that does not comply with such representations and warranties. Simultaneous with the delivery of such Upgrade Contract to the Custodian, Trendwest shall deliver to the Trustee a supplement to this Agreement substantially in the form of Annex A hereto subjecting such Contract to the provisions hereof and providing with respect to such Upgrade Contract the information required on the Contract Schedule. Upon the acquisition by TFI and, subsequently, the Issuer of any Upgrade Contract pursuant to the provisions of this Section 3.04(d) (and the subsequent transfer of the related Receivable to the Issuer), Trendwest hereby agrees that such Upgrade Contract and the related Receivable, as applicable, will be subject to all the terms and provisions of this Agreement, the Sale Agreement, the Servicing Agreement and the Indenture just as if such Upgrade Contract had been one of the original Contracts acquired on the Closing Date.