Common use of Payments from Accounts Clause in Contracts

Payments from Accounts. (a) The Accounts Bank and, if applicable, the Operating Accounts Bank each agree that it shall make such payments out of the funds on deposit in any Account maintained with it as may from time to time be required in accordance with the terms of this Agreement. (b) For the avoidance of doubt, funds on deposit in any Account must represent cleared funds and payments may only be made in relation to funds on deposit in any Account as at the close of business on the immediately preceding Business Day unless stated otherwise in this Agreement. (c) If there are insufficient cleared funds in any Account to make a payment in accordance with a Payment Instruction then the Accounts Bank or, if applicable, the Operating Accounts Bank shall attempt to inform the relevant Obligor of the shortfall as soon as practicable. Until the Accounts Bank or, if applicable, the Operating Accounts Bank is able to contact such Obligor and receive instructions, the Accounts Bank or, if applicable, the Operating Accounts Bank shall be under no obligation to make any payment in accordance with a Payment Instruction. The Accounts Bank or, if applicable, the Operating Accounts Bank shall be under no obligation to inform any other Person (including, but not limited to, any Person that is to receive the payment) if there are insufficient cleared funds credited to any Account to make a payment in accordance with a Payment Instruction. (d) Each instruction to: (i) the Accounts Bank in respect of a payment to be made from an Account shall be substantially in the form of Schedule 24 or in such other form as the relevant Parties may agree, shall be executed by an Authorised Representative of the relevant Obligor and shall be copied at the same time, if sent by: (A) an Obligor, to the Security Trustee and the Intercreditor Agent; or (B) the Security Trustee, to the relevant Borrower, the Guarantor and the Intercreditor Agent; and (ii) the Operating Accounts Bank in respect of a payment to be made from an Operating Account shall be in such form (and which may be given electronically) as the relevant Parties may agree provided that, if at any time the Accounts Bank and the Intercreditor Agent shall not have secured electronic access such that each such Agent may monitor all transactions that occur in respect of each Operating Account, including details of each payment into and each payment out of each Operating Account, such instruction shall be: (A) substantially in the form of Schedule 24; and (B) at the same time as it is sent by an Obligor, copied to the Accounts Bank, the Security Trustee and the Intercreditor Agent, each such instruction, a “Payment Instruction”. (e) Unless a longer period is otherwise stated in this Agreement, all Payment Instructions must have been received by the Accounts Bank or, if applicable, the Operating Accounts Bank: (i) in the case of payments to be made from an Account held with the Accounts Bank to another Account held with the Accounts Bank, by 5.00 pm (New York time) on the Business Day prior to the date of the intended payment; and (ii) in all other cases, at least three clear Business Days before the date on which the payment is to be made. (f) The Accounts Bank and, if applicable the Operating Accounts Bank, shall not be obliged to make any payment or otherwise to act on a Payment Instruction if it is unable: (i) to verify any signature on the Payment Instruction against the specimen signature provided for the relevant Party; (ii) (in the case of any Payment Instruction received by fax) to validate the authenticity of the request for the relevant Party, if so desired; (iii) to comply with the Payment Instruction because it is in any way incomplete or contains insufficient information; or (iv) to validate the authenticity of the request by telephoning a callback contact who is not the relevant Authorised Representative for the relevant Party, (v) and thereafter the Accounts Bank and, if applicable, the Operating Accounts Bank, may request any further information, clarification or verification (without liability for any resulting loss or delay) and refrain from taking any action pending receipt of such further information, clarification or verification to its satisfaction. (g) The Accounts Bank and, if applicable, the Operating Accounts Bank, shall be entitled to assume that: (i) no Account Control Notice has been issued in respect of any payment or transfer; and (ii) no Enforcement Direction has been issued in respect of any Account, unless and until a Responsible Officer of the Accounts Bank or, if applicable the Operating Accounts Bank, has received any such notice or direction in accordance with this Agreement. (h) None of the restrictions contained in this Agreement on the withdrawal and transfer of funds from the Accounts shall affect any obligations of any Borrower, including, without limitation, any obligation to make any payment of any nature on the due date for payment thereof in accordance with any Finance Document. (i) The Accounts Bank and, if applicable, the Operating Accounts Bank, shall be entitled to treat each Payment Instruction as conclusive evidence of the same without any further investigation or enquiry. Each Obligor shall hold the Accounts Bank and, if applicable, the Operating Accounts Bank, harmless and no claim or dispute shall be raised by any Person for lack of conformity of the respective Payment Instruction. If any dispute or claim is raised, each Obligor shall indemnify and keep indemnified the Accounts Bank and, if applicable, the Operating Accounts Bank, for any loss, liability or claim, action, damages and expenses. (j) Each Obligor shall give the Accounts Bank and, if applicable, the Operating Accounts Bank, five clear Business Days’ notice in writing of any amendment to its Authorised Representatives or callback contacts giving the name, position, specimen signature (in the case of an Authorised Representative only) and telephone number of any new Authorised Representative or callback contacts. Any amendment of Authorised Representatives or callback contacts of any Borrower shall take effect upon the expiry of such five clear Business Days’ notice. (k) Any payment by the Accounts Bank or, if applicable, the Operating Accounts Bank under this Agreement shall be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by any applicable Legal Requirement. (l) If the Accounts Bank or, if applicable, the Operating Accounts Bank, is required by any applicable Legal Requirement to make a deduction or withholding, it promptly shall inform the relevant Obligor and shall not pay an additional amount in respect of that deduction or withholding.

Payments from Accounts. (a) The Accounts Bank andOn each Payment Date, if applicableto the extent of Available Funds and based on the Monthly Servicer Report (which, with respect to in clause (vi) below, shall be included by the Servicer in the Monthly Servicing Report based solely on a written statement from the Manager as to the amount due and the Servicer shall be under no obligation to verify such expenses or the reasonableness thereof), the Operating Accounts Bank each agree that it Collateral Agent shall withdraw funds from the Collection Account to make such the following payments out and distributions to the following parties, and following an Event of Default any money collected by the Collateral Agent in respect of the funds Timeshare Loans Collateral and any other monies that may be held thereafter by the Collateral Agent as security for the Note, including without limitation amounts on deposit in the General Reserve Account and the Special Reserve Account (to the extent required to pay principal and interest pursuant to Section 3.2(c) hereof), in the following order of priority: (i) to the Collateral Agent, the Collateral Agent Fee, plus any Account maintained accrued and unpaid Collateral Agent Fees with it respect to prior Payment Dates, and any extraordinary out-of-pocket expenses of the Collateral Agent (up to $_____ per Payment Date and no more than a cumulative total of $____ for Servicer Termination Costs) incurred and not reimbursed in connection with its obligations and duties under the Note Purchase Agreement (unless an Event of Default has occurred and all of the Timeshare Loans Collateral has been sold, in which case all accrued and unpaid fees due to the Collateral Agent shall be paid to the Collateral Agent); (ii) to the Owner Trustee, the Owner Trustee Fee, plus accrued and unpaid Owner Trustee Fees with respect to prior Payment Dates; (iii) to the Custodian, the Custodian Fee, plus any accrued and unpaid Custodian Fees with respect to prior Payment Dates and any out-of-pocket expenses incurred by the Custodian therewith; (iv) to the Lockbox Bank, the Lockbox Fee, plus any accrued and unpaid Lockbox Fees from prior Payment Dates; (v) to the Manager, the Asset Management Fee, plus any such fees accrued and unpaid from prior Payment Dates; (vi) to pay or reimburse the Manager for any reasonable operating expenses of the Noteholder, including, without limitation, expenses of the Manager that are reimbursable pursuant to the LLC Agreement of the Noteholder, expenses relating to any obligation to indemnify the Manager and its affiliates; (vii) to pay or reimburse Bluegreen for its out-of-pocket expenses in connection with services performed on behalf of the Company at the Noteholder’s written request in connection with the administration and operation of the Company; plus any such expenses accrued and unpaid with respect to prior Payment Dates; (viii) to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with respect to prior Payment Dates; (ix) to the Backup Servicer, the Backup Servicing Fee, plus any accrued and unpaid Backup Servicing Fees with respect to prior Payment Dates (less any amounts received from the Collateral Agent, as may from time successor Servicer); (x) to time be required the Administrator, the Administrator Fee, plus any accrued and unpaid Administrator Fees with respect to prior Payment Dates; (xi) to the Noteholder, the applicable Interest Distribution Amount; (xii) to the Collateral Agent, any extraordinary out-of-pocket expenses of the Collateral Agent not paid in accordance with (i) above; (xiii) if a Partial Amortization Event has occurred and is continuing (unless a Suspension Event has occurred and is continuing), 15% of the terms proceeds from principal payments on the Timeshare Loans, to make principal payments on the Note until the Note is paid in full; (xiv) unless a Suspension Event has occurred and is continuing, through the fifth anniversary of this the Initial Closing Date, to the Reinvestment Account to be applied to purchase Subsequent Timeshare Loans in accordance with, and subject to, the conditions of Sections 4.2 and 4.3 and as described under Subsequent Timeshare Loans and to pay the Acquisition Fee payable to the Manager in connection with the acquisition of the Subsequent Timeshare Loans; (xv) after the fifth anniversary of the Initial Closing Date, if a Trigger Event or Event of Default has occurred and is continuing, or during the occurrence and continuance of a Suspension Event, or if the conditions for purchase of Subsequent Timeshare Loans under Sections 4.2 and 4.3 are not met, to make principal payments to the Noteholder until the Note is paid in full; and (xvi) any remaining Available Funds, to the Certificate Distribution Account for distribution pursuant to the Trust Agreement. (b) For On and after the avoidance Assumption Date, the Collateral Agent, as successor Servicer, shall pay the Backup Servicing Fee from amounts received in respect of doubt, funds on deposit in any Account must represent cleared funds and payments may only be made in relation to funds on deposit in any Account as at the close of business on the immediately preceding Business Day unless stated otherwise in this AgreementServicing Fee. (c) If there are insufficient cleared funds in any Account to The Collateral Agent shall make a payment payments under Section 3.4(a) strictly in accordance with a Payment Instruction then with, and in the Accounts Bank or, if applicablepriorities set forth in, the Operating Accounts Bank shall attempt to inform the relevant Obligor of the shortfall as soon as practicable. Until the Accounts Bank or, if applicable, the Operating Accounts Bank is able to contact such Obligor Monthly Servicer Report and receive instructions, the Accounts Bank or, if applicable, the Operating Accounts Bank shall be under no obligation to make any payment in accordance with a Payment Instruction. The Accounts Bank or, if applicable, verify such amounts or the Operating Accounts Bank shall be under no obligation to inform any other Person (including, but not limited to, any Person that is to receive the payment) if there are insufficient cleared funds credited to any Account to make a payment in accordance with a Payment Instructionreasonableness thereof. (d) Each instruction to: (i) the Accounts Bank in respect of a payment to be made from an Account shall be substantially in the form of Schedule 24 or in such other form as the relevant Parties may agree, shall be executed by an Authorised Representative of the relevant Obligor and shall be copied at the same time, if sent by: (A) an Obligor, to the Security Trustee and the Intercreditor Agent; or (B) the Security Trustee, to the relevant Borrower, the Guarantor and the Intercreditor Agent; and (ii) the Operating Accounts Bank in respect of a payment to be made from an Operating Account shall be in such form (and which may be given electronically) as the relevant Parties may agree provided that, if at any time the Accounts Bank and the Intercreditor Agent shall not have secured electronic access such that each such Agent may monitor all transactions that occur in respect of each Operating Account, including details of each payment into and each payment out of each Operating Account, such instruction shall be: (A) substantially in the form of Schedule 24; and (B) at the same time as it is sent by an Obligor, copied to the Accounts Bank, the Security Trustee and the Intercreditor Agent, each such instruction, a “Payment Instruction”. (e) Unless a longer period is otherwise stated in this Agreement, all Payment Instructions must have been received by the Accounts Bank or, if applicable, the Operating Accounts Bank: (i) in the case of payments to be made from an Account held with the Accounts Bank to another Account held with the Accounts Bank, by 5.00 pm (New York time) on the Business Day prior to the date of the intended payment; and (ii) in all other cases, at least three clear Business Days before the date on which the payment is to be made. (f) The Accounts Bank and, if applicable the Operating Accounts Bank, shall not be obliged to make any payment or otherwise to act on a Payment Instruction if it is unable: (i) to verify any signature on the Payment Instruction against the specimen signature provided for the relevant Party; (ii) (in the case of any Payment Instruction received by fax) to validate the authenticity of the request for the relevant Party, if so desired; (iii) to comply with the Payment Instruction because it is in any way incomplete or contains insufficient information; or (iv) to validate the authenticity of the request by telephoning a callback contact who is not the relevant Authorised Representative for the relevant Party, (v) and thereafter the Accounts Bank and, if applicable, the Operating Accounts Bank, may request any further information, clarification or verification (without liability for any resulting loss or delay) and refrain from taking any action pending receipt of such further information, clarification or verification to its satisfaction. (g) The Accounts Bank and, if applicable, the Operating Accounts Bank, shall be entitled to assume that: (i) no Account Control Notice has been issued in respect of any payment or transfer; and (ii) no Enforcement Direction has been issued in respect of any Account, unless and until a Responsible Officer of the Accounts Bank or, if applicable the Operating Accounts Bank, has received any such notice or direction in accordance with this Agreement. (h) None of the restrictions contained in this Agreement on the withdrawal and transfer of funds from the Accounts shall affect any obligations of any Borrower, including, without limitation, any obligation to make any payment of any nature on the due date for payment thereof in accordance with any Finance Document. (i) The Accounts Bank and, if applicable, the Operating Accounts Bank, shall be entitled to treat each Payment Instruction as conclusive evidence of the same without any further investigation or enquiry. Each Obligor shall hold the Accounts Bank and, if applicable, the Operating Accounts Bank, harmless and no claim or dispute shall be raised by any Person for lack of conformity of the respective Payment Instruction. If any dispute or claim is raised, each Obligor shall indemnify and keep indemnified the Accounts Bank and, if applicable, the Operating Accounts Bank, for any loss, liability or claim, action, damages and expenses. (j) Each Obligor shall give the Accounts Bank and, if applicable, the Operating Accounts Bank, five clear Business Days’ notice in writing of any amendment to its Authorised Representatives or callback contacts giving the name, position, specimen signature (in the case of an Authorised Representative only) and telephone number of any new Authorised Representative or callback contacts. Any amendment of Authorised Representatives or callback contacts of any Borrower shall take effect upon the expiry of such five clear Business Days’ notice. (k) Any payment by the Accounts Bank or, if applicable, the Operating Accounts Bank under this Agreement shall be made without any deduction or withholding for or on account of any tax unless such deduction or withholding is required by any applicable Legal Requirement. (l) If the Accounts Bank or, if applicable, the Operating Accounts Bank, is required by any applicable Legal Requirement to make a deduction or withholding, it promptly shall inform the relevant Obligor and shall not pay an additional amount in respect of that deduction or withholding.