Common use of Acceptance by Indenture Trustee Clause in Contracts

Acceptance by Indenture Trustee. Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Indenture Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Estate” in trust for the exclusive use and benefit of all present and future Noteholders. The Indenture Trustee agrees, for the benefit of the Noteholders, to review (or to cause the Custodian to review) each Mortgage File no later than the Closing Date (or, with respect to any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof). The Indenture Trustee further agrees, for the benefit of the Noteholders, to certify or cause the Custodian to certify to the Depositor and the Servicer in substantially the form attached hereto as Exhibit D-1, on the Closing Date (or, with respect to any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 (other than Section 2.01(vi)) of this Agreement and if actually delivered to it, the documents required to be delivered to it pursuant to Section 2.01(vi) of this Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination of the foregoing documents, the information set forth in the Mortgage Loan Schedule that corresponds to items (i), (iii), (x), (xi), (xii), (xviii), (xxiv) and (xxv), but only as to Gross Margin, Maximum Mortgage Rate and Periodic Rate Cap) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are recordable or genuine, legally enforceable, valid or binding or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than the first anniversary date of this Agreement, or the following Business Day if such first anniversary date is not a Business Day, the Indenture Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit D-2, with any applicable exceptions noted on the exception report attached thereto. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, the Indenture Trustee (or the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or defective in any material respect, at the conclusion of its review the Indenture Trustee shall so notify the Originator, the Depositor, the Sponsor and the Servicer, such notification to be in the form of an exception report. In addition, upon the discovery by the Depositor or the Servicer (or upon receipt by a Responsible Officer of the Indenture Trustee of written notification of such breach) of a breach of any of the representations and warranties made by the Originator in the Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan or the interests of the related Noteholders in such Mortgage Loan, the party discovering such breach shall give prompt written notice to the other parties to this Agreement. The Depositor and the Issuer intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage Loans, the related Mortgage Notes and the related documents, conveying good title thereto free and clear of any liens and encumbrances, from the Depositor to the Issuer in trust for the benefit of the Noteholders and that such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable law.

Acceptance by Indenture Trustee. Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Indenture Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Estate” in trust for the exclusive use and benefit of all present and future Noteholders. The Indenture Trustee agrees, for hereby acknowledges the benefit sale and assignment of the Noteholders, to review (Receivables. If the Seller or to cause the Custodian to review) each Mortgage File no later than the Closing Date (or, with respect to any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof). The Indenture Trustee further agrees, for the benefit of the Noteholders, to certify or cause the Custodian to certify to the Depositor and the Servicer in substantially the form attached hereto as Exhibit D-1, on the Closing Date (or, with respect to any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereofis given notice under Section 2.1(b) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 (other than Section 2.01(vi)2.2(b) of this Agreement a breach of a representation as provided therein and if actually delivered to it, the documents required to be delivered to it pursuant to Seller does not correct or cure such omission or defect within the 30-day or 60-day period specified in Section 2.01(vi2.1(b) of this Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination of the foregoing documents, the information set forth in the Mortgage Loan Schedule that corresponds to items (ior 2.2(b), (iii), (x), (xi), (xii), (xviii), (xxiv) and (xxv), but only as to Gross Margin, Maximum Mortgage Rate and Periodic Rate Cap) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are recordable or genuine, legally enforceable, valid or binding or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than the first anniversary date of this Agreement, or the following Business Day if such first anniversary date is not a Business Day, the Indenture Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit D-2, with any applicable exceptions noted on the exception report attached thereto. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, Seller shall purchase such Receivable from the Indenture Trustee (or Issuer as of the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or defective Determination Date in any material respect, the month in which such period expired at the conclusion Loan Purchase Price of its review such Receivable if the Indenture Trustee shall failure to so notify the Originator, the Depositor, the Sponsor and the Servicer, purchase such notification Receivable would cause a Borrowing Base Deficiency to be in the form of an exception reportexist. In addition, upon pursuant to Section 4.15, the discovery Servicer may, but shall have no obligation to, repurchase certain other Receivables by paying to the Depositor Indenture Trustee for deposit to the Note Account the Loan Purchase Price therefor. The Loan Purchase Price for the purchased Receivable shall be deposited in the Note Account no later than the Business Day prior to the succeeding Payment Date after the obligation to purchase such Receivable arises or the Servicer (or Seller elects to repurchase such Receivable; provided that, upon receipt by a Responsible Officer of the Indenture Trustee of written notification of such breach) of a breach of any deposit signed by an officer of the representations and warranties made by the Originator in the Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan Seller or the interests of the related Noteholders in such Mortgage LoanServicer, the party discovering such breach Indenture Trustee or the Custodian shall give prompt written notice release to the other parties to this Agreement. The Depositor and Seller or the Issuer intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage LoansServicer, as applicable, the related Mortgage Notes File and the related documentsIndenture Trustee shall execute and deliver a release of lien in the form of Exhibit D hereto. It is understood and agreed that the obligation of the Seller to purchase any Receivable as to which a material defect in or breach exists shall constitute the sole remedy against the Seller respecting such defect or omission available to the Depositor, conveying good title thereto free the Issuer, the Transferor, the Owners and clear the Indenture Trustee on behalf of any liens and encumbrancesOwners. The Servicer, promptly following the transfer of a Defective Receivable from the Depositor Issuer pursuant to the Issuer this Section 2.4 shall deliver an Amended and Restated Schedule of Receivables and make appropriate entries in trust for the benefit of the Noteholders and that its records to reflect such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawtransfer.

Acceptance by Indenture Trustee. Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Indenture Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Estate” in trust for the exclusive use and benefit of all present and future Noteholders. The Indenture Trustee agrees, for hereby acknowledges the benefit sale and assignment of the Noteholders, to review (Receivables. If the Seller or to cause the Custodian to review) each Mortgage File no later than the Closing Date (or, with respect to any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof). The Indenture Trustee further agrees, for the benefit of the Noteholders, to certify or cause the Custodian to certify to the Depositor and the Servicer in substantially the form attached hereto as Exhibit D-1, on the Closing Date (or, with respect to any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereofis given notice under Section 2.1(b) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 (other than Section 2.01(vi)2.2(b) of this Agreement a breach of a representation as provided therein and if actually delivered to it, the documents required to be delivered to it pursuant to Seller does not correct or cure such omission or defect within the 30-day or 60-day period specified in Section 2.01(vi2.1(b) of this Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination of the foregoing documents, the information set forth in the Mortgage Loan Schedule that corresponds to items (ior 2.2(b), (iii), (x), (xi), (xii), (xviii), (xxiv) and (xxv), but only as to Gross Margin, Maximum Mortgage Rate and Periodic Rate Cap) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are recordable or genuine, legally enforceable, valid or binding or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than the first anniversary date of this Agreement, or the following Business Day if such first anniversary date is not a Business Day, the Indenture Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit D-2, with any applicable exceptions noted on the exception report attached thereto. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, Seller shall purchase such Receivable from the Indenture Trustee (or Issuer as of the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or defective Determination Date in any material respect, the month in which such period expired at the conclusion Repurchase Price of its review the Indenture Trustee shall so notify the Originator, the Depositor, the Sponsor and the Servicer, such notification Receivable or substitute such Receivable pursuant to be in the form of an exception reportthis Section 2.5. In addition, upon the discovery by the Depositor or pursuant to Section 4.19, the Servicer (or upon may, but shall have no obligation to, repurchase certain other Receivables by paying to the Indenture Trustee for deposit to the Note Account the Repurchase Price therefor. The Repurchase Price for the repurchased Receivable shall be deposited in the Note Account no later than the Business Day prior the date on which such repurchase occurs. Upon receipt by a Responsible Officer of the Indenture Trustee of written notification of such breach) of a breach of any deposit signed by an officer of the representations and warranties made by the Originator in the Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan Seller or the interests of the related Noteholders in such Mortgage LoanServicer, the party discovering such breach Indenture Trustee or the Custodian shall give prompt written notice release to the other parties to this Agreement. The Depositor and Seller or the Issuer intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage LoansServicer, as applicable, the related Mortgage Notes Receivables Document and the related documentsIndenture Trustee shall execute and deliver a release of lien in the form of Exhibit G hereto. It is understood and agreed that the obligation of the Seller to repurchase or substitute any Receivable as to which a material defect in or breach exists pursuant to Section 2.2(b) shall constitute the sole remedy hereunder against the Seller respecting such defect or omission available to the Depositor, conveying good title thereto free the Issuer, the Owners and clear the Indenture Trustee on behalf of any liens and encumbrances, Owners. The Servicer (provided that Bluegreen Corporation or its Affiliate is the Servicer) promptly following the transfer of a repurchased Receivable from the Depositor Issuer pursuant to the Issuer this Section 2.4 shall make appropriate entries in trust for the benefit of the Noteholders and that its records to reflect such property not be part of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to the Issuer a first priority perfected security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawrepurchase.

Acceptance by Indenture Trustee. Subject to the provisions of Section 2.01 and subject to the review described below and any exceptions noted on the exception report described in the next paragraph below, the Indenture Trustee acknowledges receipt of the documents referred to in Section 2.01 above and declares that it holds and will hold such documents and the other documents delivered to it constituting a Mortgage File, and that it holds or will hold all such assets and such other assets included in the definition of “Trust Estate” in trust for the exclusive use and benefit of all present and future Noteholders. The Indenture Trustee agrees, for hereby acknowledges the benefit sale and assignment of the Noteholders, to review (Receivables. If the Seller or to cause the Custodian to review) each Mortgage File no later than the Closing Date (or, with respect to any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereof). The Indenture Trustee further agrees, for the benefit of the Noteholders, to certify or cause the Custodian to certify to the Depositor and the Servicer in substantially the form attached hereto as Exhibit D-1, on the Closing Date (or, with respect to any document delivered after the Closing Date, within 45 days of receipt and with respect to any Qualified Substitute Mortgage Loan, within 45 days after the assignment thereofis given notice under Section 2.1(b) that, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan specifically identified in the exception report annexed thereto as not being covered by such certification), (i) all documents required to be delivered to it pursuant Section 2.01 (other than Section 2.01(vi)2.2(b) of this Agreement a breach of a representation as provided therein and if actually delivered to it, the documents required to be delivered to it pursuant to Seller does not correct or cure such omission or defect within the 30-day or 60-day period specified in Section 2.01(vi2.1(b) of this Agreement are in its possession, (ii) such documents have been reviewed by it and appear regular on their face and relate to such Mortgage Loan and (iii) based on its examination of the foregoing documents, the information set forth in the Mortgage Loan Schedule that corresponds to items (ior 2.2(b), (iii), (x), (xi), (xii), (xviii), (xxiv) and (xxv), but only as to Gross Margin, Maximum Mortgage Rate and Periodic Rate Cap) of the Mortgage Loan Schedule accurately reflects information set forth in the Mortgage File. It is herein acknowledged that, in conducting such review, the Indenture Trustee (or the Custodian, as applicable) is under no duty or obligation to inspect, review or examine any such documents, instruments, certificates or other papers to determine that they are recordable or genuine, legally enforceable, valid or binding or appropriate for the represented purpose or that they have actually been recorded or that they are other than what they purport to be on their face. No later than the first anniversary date of this Agreement, or the following Business Day if such first anniversary date is not a Business Day, the Indenture Trustee shall deliver (or cause the Custodian to deliver) to the Depositor and the Servicer a final certification in the form annexed hereto as Exhibit D-2, with any applicable exceptions noted on the exception report attached thereto. If in the process of reviewing the Mortgage Files and making or preparing, as the case may be, the certifications referred to above, Seller shall purchase such Receivable from the Indenture Trustee (or Issuer as of the Custodian, as applicable) finds any document or documents constituting a part of a Mortgage File to be missing or defective Determination Date in any material respect, the month in which such period expired at the conclusion Repurchase Price of its review the Indenture Trustee shall so notify the Originator, the Depositor, the Sponsor and the Servicer, such notification Receivable or substitute such Receivable pursuant to be in the form of an exception reportSection 2.5. In addition, upon the discovery by the Depositor or pursuant to and subject to Section 4.11, the Servicer (or upon may, but shall have no obligation to, exercise the Servicer Purchase/Substitution Option with respect to Defaulted Receivables. The Repurchase Price for the repurchased Receivable shall be deposited in the Note Account no later than the Business Day prior the date on which such repurchase occurs. Upon receipt by a Responsible Officer of the Indenture Trustee of written notification of such breach) of a breach of any deposit signed by an officer of the representations and warranties made by the Originator in the Master Agreement in respect of any Mortgage Loan which materially adversely affects such Mortgage Loan Seller or the interests of the related Noteholders in such Mortgage LoanServicer, the party discovering such breach Indenture Trustee or the Custodian shall give prompt written notice release to the other parties to this Agreement. The Depositor and Seller or the Issuer intend that the assignment and transfer herein contemplated constitute a sale of the Mortgage LoansServicer, as applicable, the related Mortgage Notes Receivables Document and the related documents, conveying good title thereto free Indenture Trustee shall execute and clear deliver a release of lien in the form of Exhibit G hereto. It is understood and agreed that the obligation of the Seller to repurchase or substitute any liens and encumbrances, from Receivable as to which a material defect in or breach exists pursuant to Section 2.2(b) shall constitute the Depositor sole remedy hereunder against the Seller respecting such defect or omission available to the Issuer in trust for Depositor, the benefit of Issuer, the Noteholders and the Indenture Trustee on behalf of Noteholders. The Servicer (provided that such property not be part Bluegreen Corporation or its Affiliate is the Servicer) promptly following the transfer of the Depositor’s estate or property of the Depositor in the event of any insolvency by the Depositor. In the event that such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that the Depositor shall be deemed to have granted and does hereby grant to repurchased Receivable from the Issuer a first priority perfected security interest pursuant to this Section 2.4 shall make appropriate entries in all of the Depositor’s right, title and interest in and its records to the Mortgage Loans, the related Mortgage Notes and the related documents, and that this Agreement shall constitute a security agreement under applicable lawreflect such repurchase.