Common use of Closing of Purchases Clause in Contracts

Closing of Purchases. During the Purchase Period, no later than twenty (20) days prior to each Purchase Date (or such shorter period to which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Purchase Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Purchase Date (or such shorter period to which Trust Depositor shall agree), the Sellers will deliver or cause to be delivered to Trust Depositor a notice specifying all outstanding Eligible Receivables currently owned by the Sellers which the Sellers wish to sell, transfer and absolutely assign pursuant to this Agreement, together with the information described in Exhibit A to the Sale and Servicing Agreement with respect thereto through such day. On or prior to the Purchase Date, Trust Depositor will notify the Sellers of the Eligible Receivables it will purchase (the "PURCHASED RECEIVABLES") on such date and the cash purchase price (the "SALE PRICE") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers to the Trust Depositor. The Sellers and Trust Depositor shall enter into a certificate of assignment (the "SALE ASSIGNMENT"), dated as of each Purchase Date, substantially in the form of EXHIBIT A hereto, identifying all Purchased Receivables being conveyed on such date and the Sellers shall execute an allonge (or other assignment in the case of Aruba Receivables) in the form of EXHIBIT C attached hereto with respect to Purchased Receivables sold hereunder. The Sale Price shall be payable by Trust Depositor in full by wire transfer on the Purchase Date to an account designated by the Sellers to Trust Depositor on or before the Purchase Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution of the Sale Assignment, the Sellers shall have, and shall be deemed for all purposes to have sold, transferred, assigned, set over and otherwise conveyed to Trust Depositor, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documents, all the Sellers' rights, title and interest in and to the following (items (i) - (vi) below, collectively, being referred to as the "ASSETS"): (i) the Purchased Receivables identified by Trust Depositor to the Sellers as described above, and all payments of interest and principal, other Collections thereon and monies received, due or to become due in payment of such Purchased Receivables, after the applicable Cutoff Date; (ii) the Mortgages and other instruments or documents, if any, securing such Receivables; (iii) the related Receivable Files; (iv) all payments made or to be made after the Cutoff Date with respect to such Purchased Receivables or the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Purchased Receivables; (v) all Insurance Proceeds with respect to each such Purchased Receivable; and (vi) all income from and proceeds of the foregoing arising after the applicable Cutoff Date. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by Trust Depositor (or any assignee thereof) of any obligation of the Sellers in connection with the Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor or any other Person, or (i) any taxes, fees, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect to any Receivable at the time such Receivable is sold hereunder.

Closing of Purchases. During the Purchase Period, no No later than twenty five (20) days prior to each Purchase Date (or such shorter period to which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Purchase Date thereof. During the Purchase Period, no later than two (25) Business Days prior to each Purchase Date (or such shorter period to which Trust Depositor Funding shall agree), the Sellers Originator will deliver or cause to be delivered to Trust Depositor Funding a notice specifying all outstanding Eligible Receivables currently owned by the Sellers Originator which the Sellers wish Originator wishes to sell, transfer and absolutely assign pursuant to this Agreement, together with the information described in Exhibit A EXHIBIT B to the Sale and Servicing Asset Purchase Agreement with respect thereto through such day. On or prior to the Purchase Date, Trust Depositor Funding will notify the Sellers Originator of the Eligible Receivables it will purchase (the "PURCHASED RECEIVABLES") on such date and the cash purchase price (the "SALE PRICE") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers Originator to the Trust DepositorFunding. The Sellers Originator and Trust Depositor Funding shall enter into a certificate of assignment (the "SALE ASSIGNMENT"), dated as of each Purchase Date, substantially in the form of EXHIBIT A hereto, identifying all Purchased Receivables being conveyed on such date and the Sellers Originator shall either execute an allonge Allonge (with respect to notes or other assignment in the case of Aruba Receivablesinstruments) in the form of EXHIBIT C attached hereto or a Master Assignment (with respect to Purchased Receivables sold hereunderwhich take the form of conditional sales contracts) in the form of EXHIBIT D attached hereto. The Sale Price shall be payable by Trust Depositor Funding in full by wire transfer on the Purchase Date to an account designated by the Sellers Originator to Trust Depositor Funding on or before the Purchase Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution of the Sale Assignment, the Sellers Originator shall have, and shall be deemed for all purposes to have have, sold, transferred, assigned, set over and otherwise conveyed to Trust DepositorFunding, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documentstherefor, all the Sellers' rightsOriginator's right, title and interest in and to the following (items (i) - (vivii) below, collectively, being referred to as the "RECEIVABLES AND RELATED ASSETS"): (i) the Purchased Receivables identified by Trust Depositor Funding to the Sellers Originator as described above, and all payments of interest and principal, other Collections thereon and monies received, due or to become due in payment of such Purchased Receivables, Receivables after the applicable Cutoff Date; (ii) with respect to Receivables that take the form of conditional sales contracts, the Intervals related to such Purchased Receivables subject to the Obligors' rights thereunder, including all net proceeds from any sale or other disposition of such Interval; (iii) with respect to Club Receivables, the Purchase Money Mortgages and other instruments or documents, if any, securing related to such Receivables; (iiiiv) the related Receivable Files; (ivv) all payments made or to be made after in the Cutoff Date future with respect to such Purchased Receivables or the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Purchased Receivables; (vvi) all Insurance Proceeds with respect to each such Purchased Receivable; and (vivii) all income from and proceeds of the foregoing arising after the applicable Cutoff Dateforegoing. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the a creation or an assumption by Trust Depositor Funding (or any assignee thereof) of any obligation of the Sellers Originator in connection with the Receivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor or any other Person, or (i) any taxes, fees, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect to any Receivable at the time such Receivable is sold hereunder; PROVIDED THAT Funding (or any assignee thereof) shall be required to deliver (or cause to be delivered) to the applicable Obligor the deed evidencing such Obligor's Interval upon payment in full of the conditional sales contract, if applicable.

Closing of Purchases. During the Purchase Period, no later than twenty five (205) days prior to each Purchase Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Purchase Transfer Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Purchase Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers will deliver or cause to be delivered to Trust Depositor a notice specifying all outstanding Eligible Receivables currently owned by the Sellers which the Sellers wish to sell, transfer transfer, set-over, convey and absolutely assign pursuant to this Agreement, together with the information described in Exhibit A items set forth on Schedule IB to the Sale and Servicing Agreement with respect thereto through such daythereto. On or prior to the Purchase Transfer Date, Trust Depositor will notify the Sellers of the Eligible Receivables it will purchase (the "PURCHASED RECEIVABLESPurchased Receivables") on such date and the cash purchase price (the "SALE PRICESale Price") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers to the Trust Depositor. The Sellers and Trust Depositor On each Transfer Date, the applicable Seller shall enter into a certificate of execute an assignment (the "SALE ASSIGNMENTSale Assignment"), dated as of each Purchase such Transfer Date, substantially in the form of EXHIBIT Exhibit A hereto, identifying all Purchased Receivables being conveyed on such date and the Sellers shall execute an allonge Allonges (or other assignment in the case of Aruba Receivables) in which have been stapled to the form of EXHIBIT C attached hereto original notes, if any, evidencing, as applicable, the Receivables and Mortgage Assignments with respect to Purchased each of the Receivables sold hereunderand related Assets being purchased on such Transfer Date by the Trust Depositor. The Sale Price shall be payable by Trust Depositor in full by wire transfer on the Purchase Transfer Date to an account designated by the Sellers applicable Seller to Trust Depositor on or before the Purchase Transfer Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution and delivery of the Sale Assignment, the Allonges and the Mortgage Assignments, as applicable, in respect thereof, the Sellers shall have, and shall be deemed for all purposes to have sold, transferred, assigned, set over and otherwise conveyed to Trust Depositor, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documents, all the Sellers' rightsright, title and interest in and to the following (items (i) - (vi) below, collectively, being referred to as the "ASSETS"): (i) the Purchased Receivables identified by and related Assets specified on the List of Receivables and conveyed to the Trust Depositor pursuant to the Sellers as described above, and all payments of interest and principal, other Collections thereon and monies received, due or to become due in payment of such Purchased Receivables, after the applicable Cutoff Date; (ii) the Mortgages and other instruments or documents, if any, securing such Receivables; (iii) the related Receivable Files; (iv) all payments made or to be made after the Cutoff Date with respect to such Purchased Receivables or the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Purchased Receivables; (v) all Insurance Proceeds with respect to each such Purchased Receivable; and (vi) all income from and proceeds of the foregoing arising after the applicable Cutoff Datethis Agreement. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by Trust Depositor (or any assignee thereof) of any obligation of the Sellers in connection with the Receivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, including any obligation to any Obligor or any other Person, or (i) any taxes, fees, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect to any Receivable at the time such Receivable is sold hereunder. Upon the consummation of the foregoing sale, transfer, assignment, set-over and conveyance no Seller shall claim any ownership interest in the Purchased Receivables and related Assets or take any action inconsistent with the Trust Depositor's ownership of such Purchased Receivables and related Assets.

Closing of Purchases. During the Purchase Period, no later than twenty eleven (2011) days prior to each Purchase Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Purchase Transfer Date thereof. During the Purchase Period, no later than two (2) Business Days prior to each Purchase Transfer Date (or such shorter period to which Trust Depositor shall agree), the Sellers will deliver or cause to be delivered to Trust Depositor a notice specifying all outstanding Eligible Receivables currently owned by the Sellers which the Sellers wish to sell, transfer and absolutely assign pursuant to this Agreement, together with the information described in Exhibit A items set forth on Schedule IB to the Sale and Servicing Agreement with respect thereto through such daythereto. On or prior to the Purchase Transfer Date, Trust Depositor will notify the Sellers of the Eligible Receivables it will purchase (the "PURCHASED RECEIVABLESPurchased Receivables") on such date and the cash purchase price (the "SALE PRICESale Price") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers to the Trust Depositor. The Sellers and Trust Depositor On each Transfer Date, the applicable Seller shall enter into a certificate of execute an assignment (the "SALE ASSIGNMENTSale Assignment"), dated as of each Purchase such Transfer Date, substantially in the form of EXHIBIT Exhibit A hereto, identifying all Purchased Receivables being conveyed on such date and the Sellers shall execute an allonge Allonges (or other assignment in the case of Aruba Receivables) in which have been stapled to the form of EXHIBIT C attached hereto original notes evidencing, as applicable, the Receivables and Mortgage Assignments with respect to Purchased each of the Receivables sold hereunderand related Assets being purchased on such Transfer Date by the Trust Depositor. The Sale Price shall be payable by Trust Depositor in full by wire transfer on the Purchase Transfer Date to an account designated by the Sellers applicable Seller to Trust Depositor on or before the Purchase Transfer Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution and delivery of the Sale Assignment, the Allonges and the Mortgage Assignments, as applicable, in respect thereof, the Sellers shall have, and shall be deemed for all purposes to have sold, transferred, assigned, set over and otherwise conveyed to Trust Depositor, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documents, all the Sellers' rightsright, title and interest in and to the following (items (i) - (vi) below, collectively, being referred to as the "ASSETS"): (i) the Purchased Receivables identified by and related Assets specified on the List of Receivables and conveyed to the Trust Depositor pursuant to the Sellers as described above, and all payments of interest and principal, other Collections thereon and monies received, due or to become due in payment of such Purchased Receivables, after the applicable Cutoff Date; (ii) the Mortgages and other instruments or documents, if any, securing such Receivables; (iii) the related Receivable Files; (iv) all payments made or to be made after the Cutoff Date with respect to such Purchased Receivables or the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Purchased Receivables; (v) all Insurance Proceeds with respect to each such Purchased Receivable; and (vi) all income from and proceeds of the foregoing arising after the applicable Cutoff Datethis Agreement. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the creation or an assumption by Trust Depositor (or any assignee thereof) of any obligation of the Sellers in connection with the Receivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor or any other Person, or (i) any taxes, fees, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect to any Receivable at the time such Receivable is sold hereunder. Upon the consummation of the foregoing sale, transfer, assignment, set-over and conveyance no Seller shall claim any ownership interest in the Purchased Receivables and related Assets or take any action inconsistent with the Trust Depositor's ownership of such Purchased Receivables and related Assets.

Closing of Purchases. During the Purchase Period, no No later than twenty five (20) days prior to each Purchase Date (or such shorter period to which Trust Depositor shall agree), the Sellers shall notify the Trust Depositor of the intent to effect a Purchase and the proposed Purchase Date thereof. During the Purchase Period, no later than two (25) Business Days prior to each Purchase Date (or such shorter period to which Trust Depositor Funding shall agree), the Sellers Originator will deliver or cause to be delivered to Trust Depositor Funding a notice specifying all outstanding Eligible Receivables currently owned by the Sellers Originator which the Sellers wish Originator wishes to sell, transfer and absolutely assign pursuant to this Agreement, together with the information described in Exhibit A EXHIBIT B to the Sale and Servicing Asset Purchase Agreement with respect thereto through such day. On or prior to the Purchase Date, Trust Depositor Funding will notify the Sellers Originator of the Eligible Receivables it will purchase (the "PURCHASED RECEIVABLES") on such date and the cash purchase price (the "SALE PRICE") it will pay for such purchase. To the extent that there is no Sale Price or the cash portion of the Sale Price for the Purchased Receivables is less than the fair market value thereof, the difference shall be deemed a capital contribution by the Sellers Originator to the Trust DepositorFunding. The Sellers Originator and Trust Depositor Funding shall enter into a certificate of assignment (the "SALE ASSIGNMENT"), dated as of each Purchase Date, substantially in the form of EXHIBIT A hereto, identifying all Purchased Receivables being conveyed on such date and the Sellers Originator shall either execute an allonge Allonge (with respect to notes or other assignment in the case of Aruba Receivablesinstruments) in the form of EXHIBIT C attached hereto or a Master Assignment (with respect to Purchased Receivables sold hereunderwhich take the form of conditional sales contracts) in the form of Exhibit D attached hereto. The Sale Price shall be payable by Trust Depositor Funding in full by wire transfer on the Purchase Date to an account designated by the Sellers Originator to Trust Depositor Funding on or before the Purchase Date. Concurrent with the payment of the Sale Price, if any, for Purchased Receivables and execution of the Sale Assignment, the Sellers Originator shall have, and shall be deemed for all purposes to have have, sold, transferred, assigned, set over and otherwise conveyed to Trust DepositorFunding, in consideration therefor without recourse, representation or warranty other than as expressly provided in the Transaction Documentstherefor, all the Sellers' rightsOriginator's right, title and interest in and to the following (items (i) - (vi) below, collectively, being referred to as the "RECEIVABLES AND RELATED ASSETS"): (i) the Purchased Receivables identified by Trust Depositor Funding to the Sellers Originator as described above, and all payments of interest and principal, other Collections thereon and monies received, due or to become due in payment of such Purchased Receivables, Receivables after the applicable Cutoff Date; (ii) the Mortgages and Intervals related to such Purchased Receivables subject to the Obligors' rights thereunder, including all proceeds from any sale or other instruments or documents, if any, securing disposition of such ReceivablesInterval; (iii) the related Receivable Files; (iv) all payments made or to be made after in the Cutoff Date future with respect to such Purchased Receivables or the Obligor thereunder under any guarantee or similar credit enhancement with respect to such Purchased Receivables; (v) all Insurance Proceeds with respect to each such Purchased Receivable; and (vi) all income from and proceeds of the foregoing arising after the applicable Cutoff Dateforegoing. The foregoing sale, transfer, assignment, set-over and conveyance does not constitute and is not intended to result in the a creation or an assumption by Trust Depositor Funding (or any assignee thereof) of any obligation of the Sellers Originator in connection with the Receivables and related Assets, or any agreement or instrument relating thereto, including, without limitation, any obligation to any Obligor or any other Person, or (i) any taxes, fees, or other charges imposed by any Governmental Authority and (ii) any insurance premiums which remain owing with respect to any Receivable at the time such Receivable is sold hereunder; PROVIDED THAT Funding (or any assignee thereof) shall be required to deliver (or cause to be delivered) to the applicable Obligor the deed evidencing such Obligor's Interval upon payment in full of the conditional sales contract, if applicable.