Common use of Subsequent Timeshare Loans Clause in Contracts

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.

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 consolidationreporting, 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.

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 2 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.

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 for 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 DepositorLoan, the Depositor Seller 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 DepositorSeller’s right, title and interest in and to (i) the each Subsequent Timeshare Loans listed on the Schedule of Timeshare Loans attached Loan conveyed to the related Subsequent Issuer on such Transfer NoticeDate, (ii) the Receivables in respect of the such Subsequent Timeshare Loans due on and after the related Subsequent 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 2 Security in respect of each such Subsequent Timeshare LoanLoans, (v) the Depositor’s all rights and remedies under of the Bluegreen Purchase Agreement including, but not limited to, its rights with respect Seller pursuant 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, Agreements and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in Section 2(athe foregoing clauses (i) hereof through (vi) , the "Subsequent Conveyed Timeshare Property", and this Section 2(b)together with the Initial Conveyed Timeshare Property and the Substitute Conveyed Timeshare Property, being the “Assets”"Conveyed Timeshare Property"). Upon such sale and transfersale, the ownership of each Subsequent Timeshare Loan and all collections allocable to principal and interest thereon after since the related Subsequent Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(b2(c) shall immediately vest in the Issuer, its successors and assigns. The Depositor Seller 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 consolidated financial and federal and state income tax reporting and GAAP consolidation, if applicablereporting. The parties to this Agreement hereby acknowledge Seller agrees that the “credit risk” of the such Subsequent Timeshare Loans conveyed hereunder shall be borne by subject to the Issuer and its subsequent assigneesprovisions of this Agreement.

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 '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 '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(a2(a)(i) hereof and this Section 2(b2(a)(ii), 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(b2(a)(ii) 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 consolidationreporting, 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.

Subsequent Timeshare Loans. On (a) To the related extent of Available Funds under Section 3.4(a)(xiv), and subject to Sections 4.2(b) and (c), on each Transfer Date during the Prefunding PeriodReinvestment Period (unless a Suspension Event has occurred and is continuing), subject to the satisfaction of the following conditions and the requirements of Section 4.3 hereof, and in return for an consideration of the Collateral Agent’s delivery on such Transfer Date to or upon the order of the Depositor of the Timeshare Loan Acquisition Price, (x) the Note Issuer shall apply (A) 100% of the amounts received as principal and interest payments on the Timeshare Loans Collateral (after the payment of the Interest Distribution Amount on the Note and other required payments under Section 3.4(a) hereof) and deposited in the Reinvestment Account and (B) the amount equal advanced to the Note Issuer out of the proceeds from the Distribution Reimbursement Plan, which will be deposited in the Reinvestment Account, to purchase Eligible Timeshare Loans to be treated as Subsequent Timeshare Loans at the Timeshare Loan Acquisition Price, to pay the Acquisition Fee payable to the Manager in connection with the Acquisition of the Subsequent Timeshare Loans and the related acquisition expenses and to make the deposit in the Special Reserve Account of the amount, if any, by which the Timeshare Loan Acquisition Price of each has been reduced in accordance with clause (x) of the Subsequent definition of Timeshare Loans to be sold on such date, to be paid in part in cash Loan Acquisition Price and in part as an increase in the value of the Residual Interest Certificate held by the Depositor, (y) the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse to the Note Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Depositor’s right, title and interest of the Depositor 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 Timeshare Loans Collateral pursuant to the Bluegreen Purchase Agreement and referenced in this Section 2(b) the Note Issuer shall immediately vest in Grant such Subsequent Timeshare Loans to the Issuer, its successors and assignsCollateral Agent for benefit of the Noteholder. The Depositor shall not take any action inconsistent with such ownership nor claim any ownership interest in Prior to the acceptance by the Collateral Agent of any Subsequent Timeshare Loan for or the release of any purpose whatsoever other than for federal and state income tax reporting and GAAP consolidationfunds therefor, if applicable. The parties the following conditions must be satisfied on or prior 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.related Transfer Date:

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 '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 '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”)foregoing. 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(b2(a)(ii) 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 consolidationreporting, 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.

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 2 KL2 3337071.5 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.

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 for 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 DepositorLoan, the Depositor Seller 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 DepositorSeller’s right, title and interest in and to (i) the each Subsequent Timeshare Loans listed on the Schedule of Timeshare Loans attached Loan conveyed to the related Subsequent Issuer on such Transfer NoticeDate, (ii) the Receivables in respect of the such Subsequent Timeshare Loans due on and after the related Subsequent 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 2 Security in respect of each such Subsequent Timeshare LoanLoans, (v) the Depositor’s all rights and remedies under of the Bluegreen Purchase Agreement including, but not limited to, its rights with respect Seller pursuant 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, Agreements and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in Section 2(athe foregoing clauses (i) hereof through (vi) , the "Subsequent Conveyed Timeshare Property", and this Section 2(b)together with the Initial Conveyed Timeshare Property and the Substitute Conveyed Timeshare Property, being the “Assets”"Conveyed Timeshare Property"). Upon such sale and transfersale, the ownership of each Subsequent Timeshare Loan and all 2 collections allocable to principal and interest thereon after since the related Subsequent Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(b2(c) shall immediately vest in the Issuer, its successors and assigns. The Depositor Seller 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 consolidated financial and federal and state income tax reporting and GAAP consolidation, if applicablereporting. The parties to this Agreement hereby acknowledge Seller agrees that the “credit risk” of the such Subsequent Timeshare Loans conveyed hereunder shall be borne by subject to the Issuer and its subsequent assignees.provisions of this Agreement. (d)

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 '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 's rights and remedies under the Bluegreen related Purchase Agreement and Transfer Agreements 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 Transfer Agreements and Purchase Agreement, and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in Section 2(a2(a)(i) hereof and this Section 2(b2(a)(ii), being the “Assets”"ASSETS"). Upon such sale and transfer, the ownership of each Subsequent Timeshare Loan and all collections allocable to principal and interest thereon after since the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(b2(a)(ii) 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 consolidationreporting, 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.

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 for 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 DepositorLoan, the Depositor Seller 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 DepositorSeller’s right, title and interest in and to (i) the each Subsequent Timeshare Loans listed on the Schedule of Timeshare Loans attached Loan conveyed to the related Subsequent Issuer on such Transfer NoticeDate, (ii) the Receivables in respect of the such Subsequent Timeshare Loans due on and after the related Subsequent 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 2 Security in respect of each such Subsequent Timeshare LoanLoans, (v) the Depositor’s all rights and remedies under of the Bluegreen Purchase Agreement including, but not limited to, its rights with respect Seller pursuant 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, Agreements and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in Section 2(athe foregoing clauses (i) hereof through (vi) , the "Subsequent Conveyed Timeshare Property", and this Section 2(b)together with the Initial Conveyed Timeshare Property and the Substitute Conveyed Timeshare Property, being the “Assets”"Conveyed Timeshare Property"). Upon such sale and transfersale, the ownership of each Subsequent Timeshare Loan and all KL2 2869714.8 collections allocable to principal and interest thereon after since the related Subsequent Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(b2(c) shall immediately vest in the Issuer, its successors and assigns. The Depositor Seller 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 consolidated financial and federal and state income tax reporting and GAAP consolidation, if applicablereporting. The parties to this Agreement hereby acknowledge Seller agrees that the “credit risk” of the such Subsequent Timeshare Loans conveyed hereunder shall be borne by subject to the Issuer and its subsequent assigneesprovisions of this Agreement.

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”)foregoing. 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(b2(a)(ii) 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 consolidationreporting, 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.

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.