Common use of Initial Timeshare Loans Clause in Contracts

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii) the Receivables in respect of such Initial Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Initial Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”). Upon such sale and transfer, the ownership of each Initial Timeshare Loan and all collections allocable to principal and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for federal and state income tax reporting and GAAP consolidation, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Initial Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date, to be paid in part in cash and in part as an increase in the value of the Initial Timeshare LoansResidual Interest Certificate held by the Depositor, the Seller Depositor does hereby transfer, assign, sell and grant to the DepositorIssuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the SellerDepositor’s right, title and interest in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii) the Receivables in respect of such Initial Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Initial Timeshare Loan Loan, (v) the Depositor’s rights and remedies under the Transfer Agreement and the Bluegreen Purchase Agreement including, but not limited to, its rights with respect to the representations and warranties of the Club Originator therein, together with all rights of the Depositor with respect to any breach thereof including any right to require the Club Originator to cure, repurchase or substitute any Defective Timeshare Loans in accordance with the provisions of the Transfer Agreement and the Bluegreen Purchase Agreement, and (vvi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”)foregoing. Upon such sale and transfer, the ownership of each Initial Timeshare Loan and all collections allocable to principal and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the DepositorIssuer, its successors and assigns. The Seller Depositor shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for federal and state income tax reporting and GAAP consolidation, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Initial Timeshare Loans conveyed hereunder shall be borne by the Depositor Issuer and its subsequent assignees.

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii) the Receivables in respect of such Initial Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Initial Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”). Upon such sale and transfer, the ownership of each Initial Timeshare Loan and all collections allocable to principal and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for federal and state income tax reporting and GAAP consolidationreporting, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Initial Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date, to be paid in part in cash and in part as an increase in the value of the Initial Timeshare LoansResidual Interest Certificate held by the Depositor, the Seller Depositor does hereby transfer, assign, sell and grant to the DepositorIssuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the SellerDepositor’s right, title and interest in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii) the Receivables in respect of such Initial Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Initial Timeshare Loan Loan, (v) the Depositor’s rights and remedies under the Transfer Agreement and the Bluegreen Purchase Agreement including, but not limited to, its rights with respect to the representations and warranties of the Club Originator therein, together with all rights of the Depositor with respect to any breach thereof including any right to require the Club Originator to cure, repurchase or substitute any Defective Timeshare Loans in accordance with the provisions of the Transfer Agreement and the Bluegreen Purchase Agreement, and (vvi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”)foregoing. Upon such sale and transfer, the ownership of each Initial Timeshare Loan and all collections allocable to principal and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the DepositorIssuer, its successors and assigns. The Seller Depositor shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for federal and state income tax reporting and GAAP consolidationreporting, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Initial Timeshare Loans conveyed hereunder shall be borne by the Depositor Issuer and its subsequent assignees.

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s 's right, title and interest in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii) the Receivables in respect of such Initial Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Initial Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “"Assets”"). Upon such sale and transfer, the ownership of each Initial Timeshare Loan and all collections allocable to principal and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for federal and state income tax reporting and GAAP consolidationreporting, if applicable. The parties to this Agreement hereby acknowledge that the “"credit risk” " of the Initial Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby sell, transfer, assign, sell assign and grant to the DepositorIssuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Initial Timeshare Loans listed on the Schedule III heretoof Timeshare Loans, (ii) the Receivables in respect of such the Initial Timeshare Loans due on and after the related Initial Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents)Files, (iv) all Related Security in respect of each such the Initial Timeshare Loan Loans, (v) all rights and remedies of the Seller pursuant to the Purchase Agreements and (vvi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in the foregoing clauses (i)-(v), i) through (vi) being referred to as the “Assets”"Initial Conveyed Timeshare Property"). Upon such sale and transfersale, the ownership of each Initial Timeshare Loan and all collections allocable to principal and interest thereon after since the related Initial Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the DepositorIssuer, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting and GAAP consolidation, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Initial Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assigneesreporting.

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby transfer, assign, sell and grant to the DepositorIssuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii) the Receivables in respect of such Initial Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Initial Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”). Upon such sale and transfer, the ownership of each Initial Timeshare Loan and all collections allocable to principal and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the DepositorIssuer, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for federal and state income tax reporting and GAAP consolidationreporting, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Initial Timeshare Loans conveyed hereunder shall be borne by the Depositor Issuer and its subsequent assigneesassignees and the Guarantor.

Initial Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date, to be paid in part in cash and in part as an increase in the value of the Initial Timeshare LoansResidual Interest Certificate held by the Depositor, the Seller Depositor does hereby transfer, assign, sell and grant to the DepositorIssuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the SellerDepositor’s right, title and interest in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii) the Receivables in respect of such Initial Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Initial Timeshare Loan Loan, (v) the Depositor’s rights and remedies under the Transfer Agreement and the Bluegreen Purchase Agreement including, but not limited to, its rights with respect to the representations and warranties of the Club Originator therein, together with all rights of the Depositor with respect to any breach thereof including any right to require the Club Originator to cure, repurchase or substitute any Defective Timeshare Loans in accordance with the provisions of the Transfer Agreement and the Bluegreen Purchase Agreement, and (vvi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”)foregoing. Upon such sale and transfer, the ownership of each Initial Timeshare Loan and all collections allocable to principal and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a2(a)(i) shall immediately vest in the DepositorIssuer, its successors and assigns. The Seller Depositor shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for federal and state income tax reporting and GAAP consolidationreporting, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Initial Timeshare Loans conveyed hereunder shall be borne by the Depositor Issuer and its subsequent assignees.

Initial Timeshare Loans. On the Closing Date, in In return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare LoansLoan to be sold by DRFHC on each Sale Date, the Seller DRFHC does hereby sell, transfer, assign, sell assign and grant to the DepositorSeller, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the SellerDRFHC’s right, title and interest in and to (i) the Initial each Timeshare Loans Loan listed on Schedule III heretoeach applicable Sale Note (the “Initial DRFHC Timeshare Loans”), (ii) the Receivables in respect of such the Initial DRFHC Timeshare Loans due on and after the related Initial Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents)Files, (iv) all Related Security in respect of each such the Initial DRFHC Timeshare Loan Loans, and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in the foregoing clauses (i)-(v), i) through (v) being referred to as the “AssetsInitial Conveyed DRFHC Timeshare Property”). Upon such sale and transfersale, the ownership of each Initial DRFHC Timeshare Loan and all collections allocable to principal and interest thereon after since the related Initial Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the DepositorSeller, its successors and assigns. The Seller DRFHC shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial DRFHC Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting and GAAP consolidation, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Initial Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assigneesreporting.