Subsequent Timeshare Loans Sample Clauses

Subsequent Timeshare Loans. On the related Transfer Date during the Prefunding Period, in return for an amount equal to the Timeshare Loan Acquisition Price of each of the Subsequent Timeshare Loans to be sold on such date, to be paid in part in cash and in part as an increase in the value of the Residual Interest Certificate held by the Depositor, the Depositor does hereby transfer, assign, sell and grant to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Depositor’s right, title and interest in and to (i) the Subsequent Timeshare Loans listed on the Schedule of Timeshare Loans attached to the related Subsequent Transfer Notice, (ii) the Receivables in respect of the Subsequent 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 2 Security in respect of each Subsequent Timeshare Loan, (v) the Depositor’s rights and remedies under 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 Bluegreen Purchase Agreement, and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in Section 2(a) hereof and this Section 2(b), being the “Assets”). Upon such sale and transfer, the ownership of each Subsequent 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(b) shall immediately vest in the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with such ownership nor claim any ownership interest in any Subsequent 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 Subsequent Timeshare Loans conveyed hereunder shall be borne by the Issuer and its subsequent assignees.
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Subsequent Timeshare Loans. With respect to Subsequent Timeshare Loans, on each Transfer Date during the Prefunding Period, subject to the satisfaction of the following conditions and the requirements of Section 4.3 hereof, and in consideration of the Indenture Trustee’s delivery on such Transfer Date to or upon the order of the Depositor of the Timeshare Loan Acquisition Price, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Issuer, all right, title and interest of the Depositor in and to each Subsequent Timeshare Loan and the Issuer shall Grant such Subsequent Timeshare Loans to the Indenture Trustee for the benefit of the Noteholders. Prior to the acceptance by the Indenture Trustee of any Subsequent Timeshare Loan or the release of any funds therefor, the following conditions must be satisfied on or prior to the related Transfer Date:
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Subsequent Timeshare Loans a. On each Transfer Date during the Prefunding Period on which Subsequent Timeshare Loans are pledged by the Issuer to the Indenture Trustee hereunder, subject to the satisfaction of the following conditions, the Indenture Trustee shall transfer on such Transfer Date, upon the order of the Issuer, from the Prefunding Account to an account designated by the Issuer, 82.75% of the Timeshare Loan Acquisition Price for each such Subsequent Timeshare Loan. Prior to the acceptance by the Indenture Trustee of any Subsequent Timeshare Loan or the release of any funds therefor, the following conditions must be satisfied on or prior to the related Transfer Date:
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Subsequent Timeshare Loans. With respect to each Transfer Date, the Issuer and the Indenture Trustee shall direct the Originator to deliver or cause the delivery of the Timeshare Loan Files of the related Subsequent Timeshare Loans to the Custodian in accordance with the provisions of this Indenture and the Custodial Agreement.
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Subsequent Timeshare Loans. (i) Effective as of each applicable Transfer Date, but subject to the terms and conditions of this Agreement (including, without limitation, subsections (f) and (g) below), the Originator shall Sell or Contribute (in each case to the extent described in subsection (f) below) and otherwise transfer, assign, and convey to the Issuer, without recourse (except to the extent specifically provided herein), and the Issuer hereby agrees to purchase or accept a contribution of (in each case to the extent described in subsection (f) below) and otherwise acquire, all right, title and interest of the Originator in and to the Subsequent Timeshare Loans included on the schedule delivered to the Issuer on the applicable Transfer Date (as further described in Section 4(i) below), together with the Timeshare Properties, Related Security and other conveyed property related thereto. In connection with any such transfer, Originator shall transfer, or cause the deposit, into the Lockbox Account of all amounts received by the Originator on account of such Subsequent Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral hereunder due on and after the related Cut-Off Date within two (2) Business Days of the receipt thereof.
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Subsequent Timeshare Loans. With respect to Subsequent Timeshare Loans, on each Transfer Date during the Prefunding Period, subject to the satisfaction of the following conditions and the requirements of Section 4.09 hereof, and in consideration of the Indenture Trustee’s transfer from the Prefunding Account on such Transfer Date to or upon the order of the Seller of an amount equal to the product (i) the Timeshare Loan Acquisition Price and (ii) the Initial Advance Rate, the Seller shall sell, transfer, assign, set over and otherwise convey without recourse to the Issuer, all right, title and interest of the Seller in and to each Subsequent Timeshare Loan and the Issuer shall Grant such Subsequent Timeshare Loans to the Indenture Trustee for the benefit of the Noteholders. Prior to the acceptance by the Indenture Trustee of any Subsequent Timeshare Loan or the release of any funds therefor, the following conditions must be satisfied on or prior to the related Transfer Date:
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Subsequent Timeshare Loans. With respect to Subsequent Timeshare Loans, on each Transfer Date during the Prefunding Period, subject to the satisfaction of the following conditions and the requirements of 27
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Subsequent Timeshare Loans. 22 Section 4.3 Grant of Security Interest, Tax Treatment. 23
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Related to Subsequent Timeshare Loans

  • Schedule of Timeshare Loans The Seller hereby agrees, on each date on which a Timeshare Loan has been repurchased, purchased or substituted, to provide or cause to be provided to the Depositor, the Issuer and the Indenture Trustee with an electronic supplement to Schedule III hereto and the Schedule of Timeshare Loans reflecting the removal and/or substitution of Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the provisions of this Agreement.

  • Qualified Substitute Timeshare Loans Pursuant to Section 6(g) hereof, on the related Transfer Date, the Seller hereby agrees to deliver or to cause the delivery of the Timeshare Loan Files relating to the Qualified Substitute Timeshare Loans to the Indenture Trustee or to the Custodian, at the direction of the Indenture Trustee, in accordance with the provisions of the Indenture and the Custodial Agreement. As of such related Transfer Date, 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) each Qualified Substitute Timeshare Loan conveyed to the Depositor on such Transfer Date, (ii) the Receivables in respect of the Qualified Substitute 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 such Qualified Substitute 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 “QSTL Assets”). Upon such sale, the ownership of each Qualified Substitute 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 6(f) 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 Qualified Substitute Timeshare Loan for any purpose whatsoever other than federal and state income tax reporting and GAAP consolidation. The Seller agrees that such Qualified Substitute Timeshare Loans shall be subject to the provisions of this Agreement and shall thereafter be deemed a “Timeshare Loan” for the purposes of this Agreement.

  • Mortgage Loans As of the Closing Date, in consideration of the Issuer’s delivery of the Notes and the Ownership Certificate to the Depositor or its designee, and concurrently with the execution and delivery of this Agreement, the Depositor does hereby transfer, assign, set over, deposit with and otherwise convey to the Issuer, without recourse, subject to Section 3.01, in trust, all the right, title and interest of the Depositor in and to all accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, notes, drafts, letters of credit, advices of credit, investment property, uncertificated securities claims and rights to payment of any and every kind consisting of, arising from or relating to any of the following: (a) the Mortgage Loans listed in the Mortgage Loan Schedule, and principal due and payable after the Cut-off Date, but not including interest and principal due and payable on any Mortgage Loans on or before the Cut-off Date, together with the Mortgage Files relating to such Mortgage Loans, (b) any Insurance Proceeds, REO Property, Liquidation Proceeds and other recoveries (in each case, subject to clause (a) above), (c) all Escrow Payments, (d) any Insurance Policies, (e) the rights of the Depositor under the Mortgage Loan Purchase Agreement, (f) the Depositor’s security interest in any collateral pledged to secure the Mortgage Loans, including the Mortgaged Properties, and (g) all income, revenues, issues, products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing to have and to hold, in trust; and the Indenture Trustee declares that, subject to the review provided for in Section 2.02, it has received and shall hold the Trust Estate, as Indenture Trustee, in trust, for the benefit and use of the Noteholders and for the purposes and subject to the terms and conditions set forth in this Agreement, and, concurrently with such receipt, the Issuer has issued and delivered the Notes and the Ownership Certificate to or upon the order of the Depositor, in exchange for the Mortgage Loans and the other property of the Trust Estate. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Issuer all of its rights and interest under the Mortgage Loan Purchase Agreement but without delegation of any of its obligations thereunder. The Issuer hereby accepts such assignment, and shall be entitled to exercise all the rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor. Upon the issuance of the Notes, ownership in the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the Indenture Trustee, for the benefit of the Noteholders. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. It is agreed and understood by the Seller, the Depositor and the Issuer (and the Depositor so represents and recognizes) that it is not intended that any Mortgage Loan to be included in the Trust Estate be (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High-Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High Cost Home Loan" as defined in the Indiana Home Loan Practices Act effective January 1, 2005.

  • No Delinquent Receivables As of the Cutoff Date, no payment due under any Receivable was more than 30 days past due.

  • Mortgage Loan Files Section 9.1 Owner Mortgage Loan Files and Retained Mortgage Loan Files

  • Reassignment of Purchased Receivables Upon deposit in the Collection Account of the Purchase Amount of any Receivable repurchased by Seller under Section 5.1 hereof, Purchaser and the Issuer shall take such steps as may be reasonably requested by Seller in order to assign to Seller all of Purchaser’s and the Issuer’s right, title and interest in and to such Receivable and all security and documents and all Other Conveyed Property conveyed to Purchaser and the Issuer directly relating thereto, without recourse, representation or warranty, except as to the absence of Liens created by or arising as a result of actions of Purchaser or the Issuer. Such assignment shall be a sale and assignment outright, and not for security. If, following the reassignment of a Purchased Receivable, in any enforcement suit or legal proceeding, it is held that Seller may not enforce any such Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, Purchaser and the Issuer shall, at the expense of Seller, take such steps as Seller deems reasonably necessary to enforce the Receivable, including bringing suit in Purchaser’s or in the Issuer’s name.

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