Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: (a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. (b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans. (c) On each Funding Date, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor. (d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan. (e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders. (f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16 (g) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing. (h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. (i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. (j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto. (k) In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes. (l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (BBX Capital Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On the Closing Date and each Funding Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any On the Closing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Corporation of Massachusetts” in Louisiana. After the Closing Date, any change in the legal name of the Seller and any or the use by it of any trade nametradename, fictitious name, assumed name or “doing business as” name occurring after other than the Closing Date foregoing shall be promptly (but not no later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding a Transfer Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.15
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps access to its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 thirty (30) days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Vacations Holding Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It : It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It . It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On . On each Funding Date, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It . It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On . On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It . It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16
(g) Any as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f). Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon . Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In . In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The . The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In . In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The . The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Omnibus Amendment (BBX Capital Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On the Closing Date and each Funding Transfer Date, as applicable, it shall indicate in its and its Affiliates’ ' computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any change in the legal name of the Seller and any use by it of any trade nametradename, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than within ten Business Days) Days disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In Except to the extent of any payments received with respect to a Credit Card Timeshare Loan, in the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding a Transfer Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. Payments received by the Seller with respect to Credit Card Timeshare Loans, without regard to any discount fees, shall be transferred to the Lockbox Account within five Business Days.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On each Funding Date, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.16
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Vacations Holding Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.. KL2 3337070.5
(c) On the Closing Date and each Funding Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any On the Closing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Corporation of Massachusetts” in Louisiana. After the Closing Date, any change in the legal name of the Seller and any or the use by it of any trade nametradename, fictitious name, assumed name or “doing business as” name occurring after other than the Closing Date foregoing shall be promptly (but not no later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding a Transfer Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps access to its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 thirty (30) days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Vacations Holding Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Issuer as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansand, if applicable, all necessary sales finance company licenses.
(c) On each Funding or prior to the Closing Date, it the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorIssuer and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor Issuer and that the Depositor Issuer is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) [Reserved].
(f) On or prior to the Closing Date, it the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders, Noteholders with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders.
(fg) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and statements, assignments of mortgageMortgage. It The Seller hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller to enforce obligations of the Seller hereunder.
(gh) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor Issuer and the Indenture Trustee in writing.
(hi) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly 11 disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(ij) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Issuer or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Conveyed Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoProperty.
(k) In the event that the Seller or the Depositor Issuer or any assignee of the Depositor receives Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the DepositorIssuer, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Issuer and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(m) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Issuer and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Obligor Notes under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Obligor Notes (including, without limitation, records adequate to permit the daily identification of each Obligor Note) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date.
(n) The Seller shall execute and file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the Conveyed Timeshare Property.
(o) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit B hereto in each instance where it is unable to provide a signed original Obligor Note, and the Issuer agrees that such Lost Note Affidavit shall be sufficient to satisfy the Seller's obligations hereunder.
(p) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
(q) In the event the Seller shall have received any insurance proceeds and such proceeds are not payable to an Obligor, the Seller shall promptly remit such insurance proceeds to the Indenture Trustee for deposit to the Collection Account.
Appears in 1 contract
Samples: Sale Agreement (Diamond Resorts International, Inc.)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansand, if applicable, all necessary sales finance company licenses.
(c) On or prior to each Funding Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorDepositor and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) On or prior to the Amendment Closing Date, it the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, Depositor with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer Depositor and the Indenture Trustee on behalf for the benefit of the Noteholders.
(f) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee Depositor may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and assignments of mortgageMortgage and Right-to-Use Agreements. It The Seller hereby appoints the DepositorDepositor as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the Issuer and name of the Indenture Trustee 16Seller to enforce obligations of the Seller hereunder.
(g) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Depositor or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox AccountConveyed Timeshare Property.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Depositor and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(k) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(l) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Depositor and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Depositor to protect and perfect the interest in the Obligor Notes and Right-to-Use Agreements under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Right-to-Use Agreements in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Right-to-Use Agreement) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date, each Funding Date or each Transfer Date, as applicable.
(m) The Seller shall authorize and file such continuation statements and any other documents reasonably requested by the Depositor or which may be required by law to preserve and protect the interest of the Depositor hereunder in and to the Conveyed Timeshare Property.
(n) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note, and the Depositor agrees that such Lost Note Affidavit shall be sufficient to satisfy its obligations hereunder.
(o) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee Depositor to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
(p) In the event that the Seller shall have received any insurance proceeds and such proceeds are not payable to an Obligor, the Seller shall promptly remit such insurance proceeds to the Indenture Trustee for deposit into the Collection Account.
Appears in 1 contract
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Purchaser as follows:
(a) It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On each Funding or prior to the Closing Date or a Transfer Date, as applicable, it shall indicate in its and its Affiliates’ ' computer files and other records that each Timeshare Loan has been sold to the DepositorPurchaser.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor Purchaser and that the Depositor Purchaser is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the DepositorPurchaser, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor Purchaser or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the DepositorPurchaser, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the DepositorPurchaser, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorPurchaser, or to enable the Depositor Purchaser to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the DepositorPurchaser, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any change in the legal name of the Seller and any use by it of any trade nametradename, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor Purchaser and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the DepositorPurchaser, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding Transfer Date, as applicableapplicable (including any insurance proceeds that are not payable to the related Obligor), the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans Loan at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoherein.
(k) In the event that the Seller or the Depositor Purchaser or any assignee of the Depositor receives Purchaser should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the DepositorPurchaser, on written demand by the DepositorPurchaser, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the DepositorPurchaser, or any subsequent assignee, assignee harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the DepositorPurchaser, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Purchaser confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On the Closing Date and each Funding Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any On the Closing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina, and “Bluegreen Corporation of Massachusetts” in Louisiana. After the Closing Date, any change in the legal name of the Seller and any or the use by it of any trade nametradename, fictitious name, assumed name or “doing business as” name occurring after other than the Closing Date foregoing shall be promptly (but not no later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding a Transfer Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps access to its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.15
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Vacations Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansand, if applicable, all necessary sales finance company licenses.
(c) On or prior to each Funding Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorDepositor and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) On or prior to the Amendment Closing Date, it the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, Depositor with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer Depositor and the Indenture Trustee on behalf for the benefit of the Noteholders.
(f) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee Depositor may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and assignments of mortgageMortgage and Right-to-Use Agreements. It The Seller hereby appoints the DepositorDepositor as attorney-in-fact, which appointment is coupled with an interest and is therefore KL2 2882246.3 irrevocable, to act on behalf and in the Issuer and name of the Indenture Trustee 16Seller to enforce obligations of the Seller hereunder.
(g) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Depositor or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox AccountConveyed Timeshare Property.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Depositor and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(k) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(l) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Depositor and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Depositor to protect and perfect the interest in the Obligor Notes and Right-to-Use Agreements under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Right-to-Use Agreements in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Right-to-Use Agreement) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date, each Funding Date or each Transfer Date, as applicable. KL2 2882246.3
(m) The Seller shall authorize and file such continuation statements and any other documents reasonably requested by the Depositor or which may be required by law to preserve and protect the interest of the Depositor hereunder in and to the Conveyed Timeshare Property.
(n) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note, and the Depositor agrees that such Lost Note Affidavit shall be sufficient to satisfy its obligations hereunder.
(o) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee Depositor to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
(p) In the event that the Seller shall have received any insurance proceeds and such proceeds are not payable to an Obligor, the Seller shall promptly remit such insurance proceeds to the Indenture Trustee for deposit into the Collection Account.
Appears in 1 contract
Samples: Purchase Agreement (Diamond Resorts International, Inc.)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On each Funding Date, as applicable, it shall indicate in its and its Affiliates’ ' computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any change in the legal name of the Seller and any use by it of any trade nametradename, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than within ten Business Days) Days disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In Except to the extent of any payments received with respect to a Credit Card Timeshare Loan, in the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. Payments received by the Seller with respect to Credit Card Timeshare Loans, without regard to any discount fees, shall be transferred to the Lockbox Account within five Business Days.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
(m) The Seller agrees, in its consolidated balance sheet, to properly disclose and account for the transfer of Timeshare Loans hereunder as an on balance sheet transaction under and in accordance with GAAP.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Issuer as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansand, if applicable, all necessary sales finance company licenses.
(c) On each Funding or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorIssuer and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor Issuer and that the Depositor Issuer is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) [Reserved.] KL2 2869714.8
(f) On or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders, Noteholders with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders.
(fg) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and assignments of mortgagePoints Purchase Contracts. It The Seller hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller to enforce obligations of the Seller hereunder.
(gh) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor Issuer and the Indenture Trustee in writing.
(hi) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(ij) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Issuer or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Conveyed Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoProperty.
(k) In the event that the Seller or the Depositor Issuer or any assignee of the Depositor receives Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the DepositorIssuer, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Issuer and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the KL2 2869714.8 ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(m) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Issuer and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Obligor Notes and Points Purchase Contracts under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Points Purchase Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Obligor Notes (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Points Purchase Contract) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date and each Transfer Date.
(n) The Seller shall execute and file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the Conveyed Timeshare Property.
(o) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note or Points Purchase Contract, and the Issuer agrees that such Lost Note Affidavit shall be sufficient to satisfy the Seller's obligations hereunder.
(p) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Sale Agreement (Diamond Resorts International, Inc.)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansand, if applicable, all necessary sales finance company licenses.
(c) On or prior to each Funding Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorDepositor and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) On or prior to the Amendment Closing Date, it the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, Depositor with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer Depositor and the Indenture Trustee on behalf for the benefit of the Noteholders.
(f) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee Depositor may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and assignments of mortgageMortgage and Right-to-Use Agreements. It The Seller hereby appoints the DepositorKL2 2787979.5 Depositor as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the Issuer and name of the Indenture Trustee 16Seller to enforce obligations of the Seller hereunder.
(g) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Depositor or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox AccountConveyed Timeshare Property.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Depositor and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(k) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(l) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Depositor and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Depositor to protect and perfect the interest in the Obligor Notes and Right-to-Use Agreements under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Right-to-Use Agreements in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Right-to-Use Agreement) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date, each Funding Date or each Transfer Date, as applicable. KL2 2787979.5
(m) The Seller shall authorize and file such continuation statements and any other documents reasonably requested by the Depositor or which may be required by law to preserve and protect the interest of the Depositor hereunder in and to the Conveyed Timeshare Property.
(n) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note, and the Depositor agrees that such Lost Note Affidavit shall be sufficient to satisfy its obligations hereunder.
(o) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee Depositor to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
(p) In the event that the Seller shall have received any insurance proceeds and such proceeds are not payable to an Obligor, the Seller shall promptly remit such insurance proceeds to the Indenture Trustee for deposit into the Collection Account.
Appears in 1 contract
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Issuer as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansand, if applicable, all necessary sales finance company licenses.
(c) On each Funding or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorIssuer and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor Issuer and that the Depositor Issuer is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) [Reserved.]
(f) On or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders, Noteholders with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders.
(fg) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and assignments of mortgagePoints Purchase Contracts. It The Seller hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller to enforce the rights and remedies of the Seller hereunder.
(gh) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor Issuer and the Indenture Trustee in writing.
(hi) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(ij) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Issuer or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Conveyed Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoProperty.
(k) In the event that the Seller or the Depositor Issuer or any assignee of the Depositor receives Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the DepositorIssuer, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Issuer and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(m) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Issuer and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Obligor Notes and Points Purchase Contracts under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Points Purchase Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Obligor Notes (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Points Purchase Contract) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date and each Transfer Date.
(n) The Seller shall execute and file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the Conveyed Timeshare Property.
(o) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto or a Certification of Original Document (as such term is defined in the Custodial Agreement) in each instance where it is unable to provide a signed original Obligor Note or Points Purchase Contract, and the Issuer agrees that such Lost Note Affidavit or such Certification of Original Document shall be sufficient to satisfy the Seller's obligations hereunder.
(p) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Sale Agreement (Diamond Resorts International, Inc.)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It : It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It . 20 It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On . On each Funding Date, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It . It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On . On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It . It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16
(g) Any as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f). Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon . Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In . In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The . The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In . In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The . The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.. 14
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On the Closing Date and each Funding Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any On the Closing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina, and “Bluegreen Corporation of Massachusetts” in Louisiana. After the Closing Date, any change in the legal name of the Seller and any or the use by it of any trade nametradename, fictitious name, assumed name or “doing business as” name occurring after other than the Closing Date foregoing shall be promptly (but not no later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding a Transfer Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.15
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps access to its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (BBX Capital Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On each Funding Date, as applicable, it shall indicate in its and its Affiliates’ ' computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any change in the legal name of the Seller and any use by it of any trade nametradename, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten within 10 Business Days) Days disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding Date, as applicableapplicable (including any insurance proceeds that are not payable to the related Obligor), the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoherein.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
(m) The Seller agrees to properly disclose and account for the transfer of Timeshare Loans hereunder as a sale under and in accordance with GAAP and the Statement of Financial Accounting Standards No. 140 (or any successor statement of the Financial Accounting Standards Board).
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Issuer as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansand, if applicable, all necessary sales finance company licenses.
(c) On each Funding or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorIssuer and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor Issuer and that the Depositor Issuer is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) [Reserved.] 13
(f) On or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders, Noteholders with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders.
(fg) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and statements, assignments of mortgageMortgage and Points Purchase Contracts. It The Seller hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller to enforce obligations of the Seller hereunder.
(gh) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor Issuer and the Indenture Trustee in writing.
(hi) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(ij) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Issuer or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Conveyed Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoProperty.
(k) In the event that the Seller or the Depositor Issuer or any assignee of the Depositor receives Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the DepositorIssuer, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Issuer and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the 14 ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(m) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Issuer and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Obligor Notes and Points Purchase Contracts under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Points Purchase Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Obligor Notes (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Points Purchase Contract) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date and each Transfer Date.
(n) The Seller shall execute and file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the Conveyed Timeshare Property.
(o) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note or Points Purchase Contract, and the Issuer agrees that such Lost Note Affidavit shall be sufficient to satisfy the Seller's obligations hereunder.
(p) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Sale Agreement
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) : It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) . It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) . On the Closing Date and each Funding Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) . It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) . On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) . It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16
(g) Any as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f). On the Closing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina, and “Bluegreen Corporation of Massachusetts” in Louisiana. After the Closing Date, any change in the legal name of the Seller and any or the use by it of any trade nametradename, fictitious name, assumed name or “doing business as” name occurring after other than the Closing Date foregoing shall be promptly (but not no later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) . Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) . In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding a Transfer Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) . The Seller will keep its principal place of business and chief executive office and the office where it keeps access to its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) . In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) 15 The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (BBX Capital Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) : It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) Loans or the Closing Date Eligible Investments. It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) Loans or the Closing Date Eligible Investments. On the Closing Date and each Funding Transfer Date, as applicable, it shall indicate in its and its Affiliates’ ' computer files and other records that each Timeshare Loan and each Closing Date Eligible Investment has been sold to the Depositor.
(d) . It shall respond to any inquiries with respect to ownership of a Timeshare Loan or Closing Date Eligible Investment by stating that such Timeshare Loan or Closing Date Eligible Investment has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) Loan or Closing Date Eligible Investment. On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare LoansLoans and the Closing Date Eligible Investments, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) . It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans and the Closing Date Eligible Investments to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan or Closing Date Eligible Investment including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16
(g) Any as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f). On the Closing Date, the Seller does not have any tradenames, fictitious names, assumed names or "doing business as" names other than "Bluegreen Patten Corporation" in North Carolina and "Bluegreen Corporation xx Xxssachusetts" in Louisiana. After the Closing Date, any change in the legal name of the Seller and any or the use by it of any trade nametradename, fictitious name, assumed name or “"doing business as” " name occurring after other than the Closing Date foregoing shall be promptly (but not no later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) . Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In . Except to the extent of any payments received with respect to a Credit Card Timeshare Loan, in the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding a Transfer Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) . Payments received by the Seller with respect to Credit Card Timeshare Loans, without regard to any discount fees, shall be transferred to the Lockbox Account within five Business Days. The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) . In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) . The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and Closing Date Eligible Investments and all payments made with regard to the related Timeshare Loans and Closing Date Eligible Investments without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Issuer as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansand, if applicable, all necessary sales finance company licenses.
(c) On each Funding or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorIssuer and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor Issuer and that the Depositor Issuer is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) [Reserved.]
(f) On or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders, Noteholders with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders.
(fg) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and statements, assignments of mortgageMortgage and Points Purchase Contracts. It The Seller hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller to enforce obligations of the Seller hereunder.
(gh) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor Issuer and the Indenture Trustee in writing.
(hi) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(ij) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Issuer or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Conveyed Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoProperty.
(k) In the event that the Seller or the Depositor Issuer or any assignee of the Depositor receives Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the DepositorIssuer, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Issuer and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(m) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Issuer and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Obligor Notes and Points Purchase Contracts under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Points Purchase Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Obligor Notes (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Points Purchase Contract) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date and each Transfer Date.
(n) The Seller shall execute and file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the Conveyed Timeshare Property.
(o) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note or Points Purchase Contract, and the Issuer agrees that such Lost Note Affidavit shall be sufficient to satisfy the Seller's obligations hereunder.
(p) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Sale Agreement (Diamond Resorts International, Inc.)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Issuer as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.and, if applicable, all necessary sales finance company licenses. KL2 2906190.5
(c) On each Funding or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorIssuer and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor Issuer and that the Depositor Issuer is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) [Reserved.]
(f) On or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders, Noteholders with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders.
(fg) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and assignments of mortgagePoints Purchase Contracts. It The Seller hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller to enforce obligations of the Seller hereunder.
(gh) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor Issuer and the Indenture Trustee in writing.
(hi) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(ij) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Issuer or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Conveyed Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoProperty.
(k) In the event that the Seller or the Depositor Issuer or any assignee of the Depositor receives Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and KL2 2906190.5 conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the DepositorIssuer, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Issuer and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(m) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Issuer and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Obligor Notes and Points Purchase Contracts under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Points Purchase Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Obligor Notes (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Points Purchase Contract) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date and each Transfer Date.
(n) The Seller shall execute and file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the Conveyed Timeshare Property.
(o) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note or Points Purchase Contract, and the Issuer agrees that such Lost Note Affidavit shall be sufficient to satisfy the Seller's obligations hereunder. KL2 2906190.5
(p) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Sale Agreement (Diamond Resorts International, Inc.)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) : It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) Loans or the Closing Date Eligible Investments. It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) Loans or the Closing Date Eligible Investments. On the Closing Date and each Funding Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan and each Closing Date Eligible Investment has been sold to the Depositor.
(d) . It shall respond to any inquiries with respect to ownership of a Timeshare Loan or Closing Date Eligible Investment by stating that such Timeshare Loan or Closing Date Eligible Investment has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) Loan or Closing Date Eligible Investment. On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare LoansLoans and the Closing Date Eligible Investments, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) . It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans and the Closing Date Eligible Investments to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan or Closing Date Eligible Investment including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16
(g) Any as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f). On the Closing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina and “Bluegreen Corporation of Massachusetts” in Louisiana. After the Closing Date, any change in the legal name of the Seller and any or the use by it of any trade nametradename, fictitious name, assumed name or “doing business as” name occurring after other than the Closing Date foregoing shall be promptly (but not no later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) . Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In . Except to the extent of any payments received with respect to a Credit Card Timeshare Loan, in the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding a Transfer Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) . Payments received by the Seller with respect to Credit Card Timeshare Loans, without regard to any discount fees, shall be transferred to the Lockbox Account within five Business Days. The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) . In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) . The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and Closing Date Eligible Investments and all payments made with regard to the related Timeshare Loans and Closing Date Eligible Investments without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansand, if applicable, all necessary sales finance company licenses.
(c) On or prior to each Funding Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorDepositor and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) On or prior to the Amendment Closing Date, it the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, Depositor with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer Depositor and the Indenture Trustee on behalf for the benefit of the Noteholders.
(f) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee Depositor may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and assignments of mortgageMortgage and Right-to-Use Agreements and Installment Sale Contracts. It The Seller hereby appoints the DepositorDepositor as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the Issuer and name of the Indenture Trustee 16Seller to enforce obligations of the Seller hereunder.
(g) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Depositor or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox AccountConveyed Timeshare Property.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Depositor and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(k) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(l) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Depositor and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Depositor to protect and perfect the interest in the Obligor Notes, Right-to-Use Agreements and Installment Sale Contracts under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes, Right-to-Use Agreements and Installment Sale Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all (including, without limitation, records adequate to permit the daily identification of each Obligor Note, Right-to-Use Agreement and Installment Sale Contract) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date, each Funding Date or each Transfer Date, as applicable.
(m) The Seller shall authorize and file such continuation statements and any other documents reasonably requested by the Depositor or which may be required by law to preserve and protect the interest of the Depositor hereunder in and to the Conveyed Timeshare Property.
(n) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note, and the Depositor agrees that such Lost Note Affidavit shall be sufficient to satisfy its obligations hereunder.
(o) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee Depositor to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
(p) In the event that the Seller shall have received any insurance proceeds and such proceeds are not payable to an Obligor, the Seller shall promptly remit such insurance proceeds to the Indenture Trustee for deposit into the Collection Account.
Appears in 1 contract
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On each Funding Date, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or Funding Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (BBX Capital Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Issuer as follows:
(a) It shall The Seller will comply in all material respects with all applicable laws, rules, regulations and orders applicable and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to it and its business and properties except where the extent that the failure so to comply will with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not have a material adverse effect on its business reasonably be expected to materially adversely affect the collectibility of the Timeshare Loans or its the ability of the Seller to perform its obligations under this Agreement or and any other Transaction Document of the Facility Documents to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansparty.
(b) It shall preserve and maintain its existence (corporate On or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure prior to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On each Funding Date or a Transfer Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorIssuer and subsequently pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders.
(dc) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor Issuer and that the Depositor Issuer is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders.
(ed) On or prior to the Closing a Funding Date or a Transfer Date, it as applicable, the Seller shall file or cause to be filedfile, at its own expense, financing statements in favor of the DepositorIssuer, and, if applicable, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders, Noteholders with respect to the Timeshare Loans, Loans meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Timeshare Loans by the Depositor or its assigns. The Seller Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders.
(fe) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC financing statements and assignments of mortgageMortgage and Right-to-Use Agreement. It The Seller hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller to enforce obligations of the Seller hereunder.
(gf) Any change in the legal name of the Seller and any use by it of any trade nametradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed in writing to the Depositor Issuer and the Indenture Trustee in writingTrustee.
(hg) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(h) The Seller shall within one Business Day transfer to the Issuer or its assignee, as applicable, any payment it receives in respect of the Timeshare Loans.
(i) In the event that the Seller shall or the Issuer or any assignee of the Issuer should receive actual notice of any payments in respect transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan after Loan, on written demand by the Closing Date Issuer, or Funding Date, as applicableupon the Seller otherwise being given notice thereof, the Seller shallshall pay, within two (2) Business Days and otherwise indemnify and hold the Issuer and any of receiptits assignees harmless, on an after-tax basis, from and against any and all such transfer or cause to be transferred, such payments to the Lockbox Accounttaxes.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen the Seller listed herein and shall notify the parties hereto of any change or, upon 30 days’ prior written notice to the same Issuer and the Indenture Trustee, at least 30 any other location in jurisdictions where all actions reasonably requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Timeshare Loans, Obligor Notes and Right-to-Use Agreements under the applicable UCC have been taken and completed within 10 days prior theretoof such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Seller in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Timeshare Loans (including, without limitation, records adequate to permit the daily identification of each Obligor Note and all payments made with regard to the related Timeshare Loans).
(k) In The Seller shall authorize and file such continuation statements and any other documents reasonably requested by the event that the Seller Issuer or the Depositor Indenture Trustee or any assignee which may be required by law to preserve and protect the interest of the Depositor receives actual notice of any transfer taxes arising out of Issuer or the transfer, assignment Indenture Trustee hereunder in and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxesTimeshare Loans.
(l) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Timeshare Loans, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Facility Documents to which it is a party.
(m) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans Loans, the underlying Obligor Notes and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
(n) In the event that the Seller shall have received any insurance proceeds and such proceeds are not payable to an Obligor, the Seller shall promptly remit such insurance proceeds to the Indenture Trustee for deposit into the Collection Account.
Appears in 1 contract
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows:
(a) It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(b) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.
(c) On each Funding Transfer Date, as applicable, it shall indicate in its and its Affiliates’ ' computer files and other records that each Subsequent Timeshare Loan has been sold to the Depositor.
(d) It shall respond to any inquiries with respect to ownership of a Subsequent Timeshare Loan by stating that such Subsequent Timeshare Loan has been sold to the Depositor and that the Depositor is the owner of such Subsequent Timeshare Loan.
(e) On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Subsequent Timeshare Loans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders.
(f) It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Subsequent Timeshare Loans to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Subsequent Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f).
(g) Any change in the legal name of the Seller and any use by it of any trade nametradename, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing.
(h) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(i) In the event that the Seller shall receive any payments in respect of a Subsequent Timeshare Loan after the Closing Date or Funding Transfer Date, as applicableapplicable (including any insurance proceeds that are not payable to the related Obligor), the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Subsequent Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoherein.
(k) In the event that the Seller or the Depositor or any assignee of the Depositor receives should receive actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Subsequent Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, assignee harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Subsequent Timeshare Loans and all payments made with regard to the related Subsequent Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (Bluegreen Corp)
Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Issuer as follows:
(a) It The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loansproperties.
(b) It The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.and, if applicable, all necessary sales finance company licenses. KL2 2776978.7
(c) On each Funding or prior to the Closing Date or a Substitution Date, it as applicable, the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the DepositorIssuer and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders.
(d) It The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Depositor Issuer and that the Depositor Issuer is the owner of such Timeshare LoanLoan and that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders.
(e) [Reserved.]
(f) On or prior to the Closing Date or a Substitution Date, it as applicable, the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders, Noteholders with respect to the Conveyed Timeshare Loans, Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the form and manner reasonably requested acquisition of the Conveyed Timeshare Property by the Depositor or its assigns. The Seller Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders.
(fg) It The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans to the DepositorLoans, or to enable the Depositor Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and statements, assignments of mortgageMortgage and Points Purchase Contracts. It The Seller hereby appoints the Depositor, the Issuer and the Indenture Trustee 16as attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller to enforce obligations of the Seller hereunder.
(gh) Any change in the legal name of the Seller and any use by it of any trade name, fictitious name, assumed name or “"doing business as” " name occurring after the Closing Date shall be promptly (but not later than ten Business Days) disclosed to the Depositor Issuer and the Indenture Trustee in writing.
(hi) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.
(ij) In the event that the The Seller shall receive any payments in respect of a Timeshare Loan after immediately transfer to the Closing Date Issuer or Funding Dateits assignee, as applicable, any payment it receives in respect of the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account.
(j) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Conveyed Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior theretoProperty.
(k) In the event that the Seller or the Depositor Issuer or any assignee of the Depositor receives Issuer should receive actual notice of any transfer taxes arising out of the transfer, assignment and KL2 2776978.7 conveyance of a any Conveyed Timeshare Loan to the DepositorProperty, on written demand by the DepositorIssuer, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or Issuer and any subsequent assignee, of its assignees harmless, on an after-tax basis, from and against any and all such transfer taxes.
(l) The Seller will comply in all material respects with all applicable laws, rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the ability of the Seller to perform its obligations under this Agreement and any of the Transaction Documents to which it is a party.
(m) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Obligor Notes at the address of the Seller listed herein or, upon 30 days’ prior written notice to the Issuer and the Indenture Trustee, at any other location in jurisdictions where all actions reasonably requested by the Issuer or the Indenture Trustee to protect and perfect the interest in the Obligor Notes and Points Purchase Contracts under the applicable Uniform Commercial Code have been taken and completed within 10 days of such notice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Points Purchase Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Obligor Notes (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Points Purchase Contract) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date and each Substitution Date.
(n) The Seller shall execute and file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the Conveyed Timeshare Property.
(o) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note or Points Purchase Contract, and the Issuer agrees that such Lost Note Affidavit shall be sufficient to satisfy the Seller's obligations hereunder. KL2 2776978.7
(p) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans Property and all payments made with regard to the related Conveyed Timeshare Loans Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.
Appears in 1 contract
