Common use of Optional Purchases or Substitutions of Club Loans Clause in Contracts

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller has agreed to effect an Upgrade, the Seller will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.5% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or the Sale Agreement. The Seller shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller Bluegreen an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Bluegreen Purchase Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Bluegreen has agreed to effect an Upgrade, the Seller Bluegreen will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the SellerBluegreen’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.5% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Bluegreen on prior Transfer Dates pursuant to this Agreement, the Transfer Sale Agreement and/or the Sale Bluegreen Purchase Agreement. The Seller Bluegreen shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Bluegreen shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Bluegreen shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller Transfer Agreement and the Bluegreen Purchase Agreement, the Depositor has irrevocably granted to the Club Originator an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement thereunder and as described in the following sentence. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the SellerClub Originator’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.5% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Club Originator on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or or the Sale Bluegreen Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller Bluegreen an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Bluegreen Purchase Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Bluegreen has agreed to effect an Upgrade, the Seller Bluegreen will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that in the Sellercase of an Obligor’s election to upgrade, Bluegreen’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.515% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Bluegreen on prior Transfer Dates pursuant to this Agreement, the Transfer Sale Agreement and/or the Sale Bluegreen Purchase Agreement. The Seller Bluegreen shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Bluegreen shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Bluegreen shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller has agreed to effect an Upgrade, the Seller will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that that, in the case of an Obligor's election to upgrade, the Seller’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.515% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or the Sale Agreement. The Seller shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller Transfer Agreement and the Bluegreen Purchase Agreement, the Depositor has irrevocably granted to the Club Originator an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement thereunder and as described in the following sentence. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that that, in the Sellercase of an Obligor's election to upgrade, the Club Originator’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.515% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Club Originator on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or or the Sale Bluegreen Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller an any option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller has agreed to effect an Upgrade, the Seller will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the then Aggregate Closing Date Collateral Initial Loan Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates pursuant to this Agreement, Section 6(b) on the Transfer related substitution dates pursuant to this Agreement and/or the Sale Agreement. The Seller shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller an Purchase Agreement, the Depositor has irrevocably granted to the Club Originator any option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement thereunder and as described in the following sentence. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the SellerClub Originator’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the then Aggregate Closing Date Collateral Initial Loan Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates Club Originator pursuant to this Agreement, Section 6(b) on the Transfer related substitution dates pursuant to this Agreement and/or the Sale Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller Bluegreen an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Bluegreen Purchase Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Bluegreen has agreed to effect an Upgrade, the Seller Bluegreen will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the SellerBluegreen’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Bluegreen on prior Transfer Dates pursuant to this Agreement, the Transfer Sale Agreement and/or the Sale Bluegreen Purchase Agreement. The Seller Bluegreen shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Bluegreen shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Bluegreen shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller has agreed to effect an Upgrade, the Seller will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or the Sale Agreement. The Seller shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller Transfer Agreement and the Bluegreen Purchase Agreement, the Depositor has irrevocably granted to the Club Originator an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement thereunder and as described in the following sentence. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the SellerClub Originator’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Club Originator on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or or the Sale Bluegreen Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller Transfer Agreement and the Bluegreen Purchase Agreement, the Depositor has irrevocably granted to the Club Originator an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement thereunder and as described in the following sentence. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s Club Originator's option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Club Originator on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or or the Sale Bluegreen Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan. Optional Purchases or Substitutions of Defaulted Timeshare Loans. The Issuer acknowledges that pursuant to the Transfer Agreement and the Bluegreen Purchase Agreement, the Depositor has irrevocably granted the Club Originator an option to repurchase or substitute Defaulted Timeshare Loans it has thereunder and as described in the following sentence. With respect to Defaulted Timeshare Loans on any date, the Club Originator will have the option, but not the obligation, to either (i) purchase such Defaulted Timeshare Loan at the Repurchase Price of such Defaulted Timeshare Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Defaulted Timeshare Loan and pay the related Substitution Shortfall Amount, if any; provided, however, that the Club Originator's option to purchase a Defaulted Timeshare Loan or to substitute one or more Qualified Substitute Timeshare Loans for a Defaulted Timeshare Loan is limited on any date to the Optional Purchase Limit and the Optional Substitution Limit, respectively. The Club Originator may irrevocably waive its option to purchase or substitute a Defaulted Timeshare Loan by delivering or causing to deliver to the Indenture Trustee a Waiver Letter in the form of Exhibit A attached hereto.

Optional Purchases or Substitutions of Club Loans. The Depositor Loan Seller hereby irrevocably grants to the Seller BBCV an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller BBCV has agreed to effect an Upgrade, the Seller will BBCV shall (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one (1) or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the SellerBBCV’s option to substitute one (1) or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.5% twenty percent (20%) of the Cut-off Date Loan Balances of the then Aggregate Closing Sale Date Collateral Balance Loan Pool less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller BBCV on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or the Sale Agreement. The Seller BBCV shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller BBCV shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller BBCV shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller an any option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller has agreed 13 to effect an Upgrade, the Seller will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the then Aggregate Closing Date Collateral Initial Loan Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates pursuant to this Agreement, Section 6(b) on the Transfer related substitution dates pursuant to this Agreement and/or the Sale Agreement. The Seller shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller an Purchase Agreement, the Depositor has irrevocably granted to the Club Originator any option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement thereunder and as described in the following sentence. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the SellerClub Originator’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the then Aggregate Closing Date Collateral Initial Loan Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates Club Originator pursuant to this Agreement, Section 6(b) on the Transfer related substitution dates pursuant to this Agreement and/or the Sale Purchase Agreement. The Seller In addition, the 13 Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller Transfer Agreement and the Bluegreen Purchase Agreement, the Depositor has irrevocably granted to the Club Originator an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement thereunder and as described in the following sentence. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the 15 Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that that, in the Sellercase of an Obligor's election to upgrade, the Club Originator’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.515% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Club Originator on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or or the Sale Bluegreen Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants Issuer acknowledges that pursuant to the Seller an option Purchase Agreement and each Transfer Agreement, the Depositor has irrevocably granted the Club Originator any options to repurchase or substitute replace Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentencethereunder. With The Issuer acknowledges that with respect to any Original Club Loans for which the Club Originator and the related Obligor has have elected to effect and the Seller has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s Club Originator's option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the sum of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Club Originator on prior Transfer Dates the related substitution dates pursuant to this Agreement, the Purchase Agreement or the Transfer Agreement and/or Agreements. In addition, the Sale Agreement. The Seller Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To option and to the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Loan Seller hereby irrevocably grants to the Seller BXG an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller BXG has agreed to effect an Upgrade, the Seller will BXG shall (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one (1) or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the SellerBXG’s option to substitute one (1) or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.5% twenty percent (20%) of the Cut-off Date Loan Balances of the then Aggregate Closing Sale Date Collateral Balance Loan Pool less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller BXG on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or the Sale Agreement. The Seller BXG shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller BXG shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller BXG shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller an option Purchase Agreement, the Depositor has irrevocably granted to the Club Originator any options to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentencethereunder. With The Issuer acknowledges that with respect to any Original Club Loans for which the Club Originator and the related Obligor has have elected to effect and the Seller has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s Club Originator's option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the then Aggregate Closing Date Collateral Initial Loan Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Club Originator pursaunt to this Section 6(b) on prior Transfer Dates the related substitution dates pursuant to this Agreement, the Transfer Agreement and/or the Sale Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller an Purchase Agreement, the Depositor has irrevocably granted to the Club Originator any option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentencethereunder. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s Club Originator's option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the then Aggregate Closing Date Collateral Initial Loan Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates Club Originator pursuant to this Agreement, Section 6(b) on the Transfer related substitution dates pursuant to this Agreement and/or the Sale Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller Transfer Agreement and the Bluegreen Purchase Agreement, the Depositor has irrevocably granted to the Club Originator an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement thereunder and as described in the following sentence. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that that, in the Sellercase of an Obligor's election to upgrade, the Club Originator’s option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.515% of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Club Originator on prior Transfer Dates pursuant to this Agreement, the Transfer Agreement and/or or the Sale Bluegreen Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its 15 KL2 3337071.5 substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor hereby irrevocably grants to the Seller an option any options to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement and as described in the following sentence. With respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller has agreed to effect an Upgrade, the Seller will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s 's option to substitute one or more Qualified Substitute Timeshare Loans Loan for an Original Club Loan is limited on any date to (x) 12.520% of the then Aggregate Closing Date Collateral Initial Loan Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller on prior Transfer Dates pursuant to this Agreement, Section 6(b) on the Transfer related substitution dates pursuant to this Agreement and/or the Sale Agreement. The Seller shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

Optional Purchases or Substitutions of Club Loans. The Depositor Issuer hereby irrevocably grants acknowledges that pursuant to the Seller Transfer Agreement and the Bluegreen Purchase Agreement, the Depositor has irrevocably granted to the Club Originator an option to repurchase or substitute Original Club Loans it has under the Sale Agreement, the Transfer Agreement thereunder and as described in the following sentence. With The Issuer acknowledges that with respect to any Original Club Loans for which the related Obligor has elected to effect and the Seller Club Originator has agreed to effect an Upgrade, the Seller Club Originator will (at its option) either (i) pay the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the Seller’s Club Originator's option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (x) 12.520% of the sum of the Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances of all Original Club Loans previously substituted by the Seller Club Originator on prior Transfer Dates the related substitution dates pursuant to this Agreement, the Transfer Agreement and/or or the Sale Bluegreen Purchase Agreement. The Seller In addition, the Issuer acknowledges that the Club Originator shall use its best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option. To the extent that the Seller Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Seller Club Originator shall use its best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.