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 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 return for an amount equal 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 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 DepositorPrice, the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 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 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: (a) the Depositor shall have provided the Indenture Trustee with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit N which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited in the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default has occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer Depositor in Section 4.3 hereof; and (g) no Responsible Officer of the Indenture Trustee has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and its subsequent assigneesthe Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request.

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 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 return for an amount equal 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 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 DepositorPrice, the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 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 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: (a) the Depositor shall have provided the Indenture Trustee with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit N which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited in the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default shall have occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer Depositor in Section 4.3 hereof; and (g) no Responsible Officer of the Indenture Trustee shall have Knowledge or have actually received written notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and its subsequent assigneesthe Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request.

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 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 return for an amount equal 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 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 DepositorPrice, the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 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 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: (a) the Depositor shall have provided the Indenture Trustee with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit N which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited in the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default shall have occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer Depositor in Section 4.3 hereof; and (g) no Responsible Officer of the Indenture Trustee shall have Knowledge or have actually received written notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and its subsequent assignees.the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request. 28

Subsequent Timeshare Loans. On the related 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 return for an amount equal 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 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 DepositorPrice, the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 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 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: (a) the Depositor shall have provided the Indenture Trustee with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit J which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited in the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default has occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer Depositor in Section 4.3 hereof; and (g) no Responsible Officer of the Indenture Trustee has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and its subsequent assigneesthe Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request.

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 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 return for an amount equal 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 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 DepositorPrice, the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 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 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: (a) the Depositor shall have provided the Indenture Trustee and S&P with a notice of a subsequent transfer of Subsequent Timeshare Loans (a "Subsequent Transfer Notice"), a form of which is attached hereto as Exhibit J which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited in the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default has occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer Depositor in Section 4.3 hereof; and (g) no Responsible Officer of the Indenture Trustee has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and its subsequent assigneesthe Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request.

Subsequent Timeshare Loans. On the related 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 return for 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 of each of and (ii) 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 DepositorInitial Advance Rate, the Depositor does hereby Seller shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 of the Seller 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 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: (a) the related Seller shall have provided the Indenture Trustee with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit M which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited into the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default has occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer and its subsequent assigneesapplicable Seller or Originator in Section 4.09 hereof; and (g) no Responsible Officer of the Indenture Trustee has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.09 hereof) have not been fulfilled.

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 assigneesprovisions of this Agreement.

Subsequent Timeshare Loans. a. On the related each Transfer Date during the Prefunding PeriodPeriod on which Subsequent Timeshare Loans are pledged by the Issuer to the Indenture Trustee hereunder, in return for 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 amount equal to account designated by the Issuer, the 75% of the Timeshare Loan Acquisition Price of for each of the such Subsequent Timeshare Loans Loan. Prior 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 acceptance by the DepositorIndenture Trustee of any Subsequent Timeshare Loan or the release of any funds therefor, the Depositor does hereby transfer, assign, sell and grant following conditions must be satisfied on or prior to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of related Transfer Date: i. the Depositor’s right, title and interest in and Issuer shall have delivered to (i) the Subsequent Timeshare Loans listed on the Indenture Trustee a Schedule of Timeshare Loans attached to the related Subsequent Transfer Notice, (ii) the Receivables in respect of listing the Subsequent Timeshare Loans due after the related Cut-Off to be conveyed on such Transfer Date, (iii) and confirmed 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 satisfaction of each Subsequent Timeshare Loan, (v) condition precedent specified in 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 Transfer Agreement, and not less than three (vi3) Business Days prior to such Transfer Date; ii. the Issuer shall have deposited or caused to be deposited in the Collection Account 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 collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loans; iii. the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans and all other property interests or rights conveyed pursuant to shall have given the Indenture Trustee a written certification and referenced receipt in this Section 2(b) shall immediately vest in accordance with the Issuer, its successors and assignsCustodial Agreement; iv. The Depositor the Prefunding Termination Date shall not take have occurred; and v. no Responsible Officer of the Indenture Trustee has actual knowledge or has actually received notice that any action inconsistent with conditions to such ownership nor claim any ownership interest in any transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request. b. No transfer or pledge of a Subsequent Timeshare Loan shall be effective unless the (1) the Timeshare Loan Files 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 such Subsequent Timeshare Loans conveyed hereunder shall be borne by Loan have been delivered to the Issuer Custodian and its subsequent assignees(2) the Timeshare Loan Servicing Files for such Subsequent Timeshare Loan have been delivered to the Servicer.

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 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 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 return for an amount equal 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 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 DepositorPrice, the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 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 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: (a) the Depositor shall have provided the Indenture Trustee with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit N which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited in the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; KL2 3337076.6 (c) no Event of Default shall have occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer Depositor in Section 4.3 hereof; and (g) no Responsible Officer of the Indenture Trustee shall have Knowledge or have actually received written notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and its subsequent assigneesthe Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request.

Subsequent Timeshare Loans. On the related 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 return for an amount equal 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 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 DepositorPrice, the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 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 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: (a) the Depositor shall have provided the Indenture Trustee with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit N which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited in the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default shall have occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer Depositor in Section 4.3 hereof; and its subsequent assignees28 (g) no Responsible Officer of the Indenture Trustee shall have Knowledge or have actually received written notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request.

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 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 return for an amount equal 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 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 DepositorPrice, the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 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 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: (a) the Depositor shall have provided the Indenture Trustee with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit N which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited in the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default has occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer Depositor in Section 4.3 hereof; and (g) no Responsible Officer of the Indenture Trustee has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and its subsequent assignees.the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request. 27

Subsequent Timeshare Loans. On the related 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 return for 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 of (i) the Timeshare Loan Acquisition Price of each of and (ii) 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 DepositorInitial Advance Rate, the Depositor does hereby Seller shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 of the Seller 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 the Issuer shall Grant each Subsequent Timeshare Loan 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: (a) the Seller shall have provided the Indenture Trustee with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit M, which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited into the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default has occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Issuer; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer and its subsequent assigneesSeller in Section 4.09 hereof; and (g) no Responsible Officer of the Indenture Trustee has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.09 hereof) have not been fulfilled.

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 each Subsequent Timeshare Loan and the related Timeshare Loans Collateral pursuant to the Bluegreen Purchase Agreement and the Note Issuer shall Grant such Subsequent Timeshare Loans to the Collateral Agent for benefit of the Noteholder. Prior to the acceptance by the Collateral Agent 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: (i) the Depositor shall have provided the Collateral Agent with a notice of a subsequent transfer of Subsequent Timeshare Loans listed on the Schedule of Timeshare Loans attached to the related (a “Subsequent Transfer Notice”), a form of which is attached hereto as Exhibit G which notice shall be given not less than five Business Days prior to such Transfer Date; (ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Subsequent Timeshare Loan to the Collateral Agent; (iii) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans and shall have given the Collateral Agent a written certification and receipt in accordance with the Custodial Agreement; (iv) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (v) the Collateral Agent shall have received the certification required to be delivered by the Depositor in Section 4.3 hereof; (vi) no Responsible Officer of the Collateral Agent has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and the Collateral Agent shall have received such other documents, opinions, certificates and instruments as the Collateral Agent may request; and (vii) the Noteholder shall not have provided notice to the Depositor and the Collateral Agent that the Manager of the Noteholder has terminated or suspended the acquisition by the Note Issuer of Subsequent Timeshare Loans pursuant to Section of this Note Purchase Agreement unless such notice has been rescinded by the Noteholder. (b) Notwithstanding the foregoing, if a Partial Amortization Event occurs and is continuing, the amount to be applied under Section 4.2(a) shall be reduced from 100% to 85% of the principal amount of the Timeshare Loans otherwise available for reinvestment in Subsequent Timeshare Loans and 100% of excess interest otherwise available for reinvestment (after the payment of the Interest Distribution Amount on the Note and other required payments under Section 3.4(a) hereof) will continue to be available for reinvestment. (c) The Reinvestment Period shall be suspended (i) on the occurrence and during the continuance of a Trigger Event or an Event of Default; (ii) by the Manager (x) at any time on not less than 120 days prior written notice or (y) on 20 days prior written notice, if there has been a material adverse change in (i) the financial condition, results of operations or business prospects of Bluegreen, (ii) the Receivables in respect anticipated recovery value of the Subsequent Timeshare Loans due after the related Cut-Off Date, Collateral or (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under prospects for collecting the Timeshare DeclarationLoans made by Bluegreen that, 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 cases, individually or in the aggregate, materially increases the likelihood that the principal and interest on the Bluegreen note will not be paid in full; and (iii) if the property Depositor provides not less than 60 days prior written notice to the Note Issuer and the Collateral Agent that it no longer has Timeshare Loans available for sale until such time as the Depositor provides not less than 30 days prior written notice that it has Timeshare Loans available for sale; it being understood that upon the occurrence or continuation of a Suspension Event, no advances of out of the proceeds under the Distribution Reinvestment Plan will be made to the Note Issuer. (d) In connection with the remarketing of Timeshare Loans by the Remarketing Agent pursuant to the Remarketing Agreement, if the Remarketing Agent receives consideration in Section 2(a) hereof the form of a cash down payment and this Section 2(b), being a Timeshare Loan as consideration for the “Assets”). Upon such sale and transferForeclosure Property that is remarketed, the ownership Remarketing Agent may, at its option, elect to transfer to the Note Issuer the Timeshare Loan received in connection with the remarketing; provided that such Timeshare Loan meets the requirements of each Subsequent a Qualified Substitute Timeshare Loan and all collections allocable shall be deemed to principal be a Qualified Substitute Timeshare Loan. All representations and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant warranties applicable 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 a Qualified Substitute 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 assigneesdeemed to apply to such Timeshare Loan.

Subsequent Timeshare Loans. On the related 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 return for an amount equal 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 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 DepositorPrice, the Depositor does hereby shall sell, transfer, assign, sell set over and grant otherwise convey without recourse 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 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 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: (a) the Depositor shall have provided the Indenture Trustee and S&P with a notice of a subsequent transfer of Subsequent Timeshare Loans (a "SUBSEQUENT TRANSFER NOTICE"), a form of which is attached hereto as Exhibit J which notice shall be given not less than one Business Day prior to such Transfer Date; (b) the Issuer shall have deposited or caused to be deposited in the Collection Account all collections allocable to principal and interest thereon collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loan; (c) no Event of Default has occurred and all other property interests or rights conveyed pursuant to is continuing and referenced in this Section 2(b) shall immediately vest in no such event would result from the Issuer, its successors and assigns. The Depositor shall not take any action inconsistent with conveyance of 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 Indenture Trustee; (d) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans conveyed hereunder and shall have given the Indenture Trustee a written certification and receipt in accordance with the Custodial Agreement; (e) the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans; (f) the Indenture Trustee shall have received the certification required to be borne delivered by the Issuer Seller in Section 4.3 hereof; and (g) no Responsible Officer of the Indenture Trustee has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and its subsequent assigneesthe Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request.

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 '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. a. On the related each Transfer Date during the Prefunding PeriodPeriod on which Subsequent Timeshare Loans are pledged by the Issuer to the Indenture Trustee hereunder, in return for 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 amount equal to account designated by the Issuer, 82.75% of the Timeshare Loan Acquisition Price of for each of the such Subsequent Timeshare Loans Loan. Prior 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 acceptance by the DepositorIndenture Trustee of any Subsequent Timeshare Loan or the release of any funds therefor, the Depositor does hereby transfer, assign, sell and grant following conditions must be satisfied on or prior to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of related Transfer Date: i. the Depositor’s right, title and interest in and Issuer shall have delivered to (i) the Subsequent Timeshare Loans listed on the Indenture Trustee a Schedule of Timeshare Loans attached to the related Subsequent Transfer Notice, (ii) the Receivables in respect of listing the Subsequent Timeshare Loans due after the related Cut-Off to be conveyed on such Transfer Date, (iii) and confirmed 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 satisfaction of each Subsequent Timeshare Loan, (v) condition precedent specified in 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 Transfer Agreement, and not less than three (vi3) Business Days prior to such Transfer Date; ii. the Issuer shall have deposited or caused to be deposited in the Collection Account 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 collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loans; iii. the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans and all other property interests or rights conveyed pursuant to shall have given the Indenture Trustee a written certification and referenced receipt in this Section 2(b) shall immediately vest in accordance with the Issuer, its successors and assignsCustodial Agreement; iv. The Depositor the Prefunding Termination Date shall not take have occurred; and v. no Responsible Officer of the Indenture Trustee has actual knowledge or has actually received notice that any action inconsistent with conditions to such ownership nor claim any ownership interest in any transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request. b. No transfer or pledge of a Subsequent Timeshare Loan shall be effective unless the (1) the Timeshare Loan Files 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 such Subsequent Timeshare Loans conveyed hereunder shall be borne by Loan have been delivered to the Issuer Custodian and its subsequent assignees(2) the Timeshare Loan Servicing Files for such Subsequent Timeshare Loan have been delivered to the Servicer.

Subsequent Timeshare Loans. (a) On the related each Transfer Date during the Prefunding PeriodPeriod on which Subsequent Timeshare Loans are pledged by the Issuer to the Indenture Trustee hereunder, in return for 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 amount equal to account designated by the Issuer, the Timeshare Loan Acquisition Price of for each of the such Subsequent Timeshare Loans Loan. Prior 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 acceptance by the DepositorIndenture Trustee of any Subsequent Timeshare Loan or the release of any funds therefor, the Depositor does hereby transfer, assign, sell and grant following conditions must be satisfied on or prior 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 related Transfer Date: (i) the Issuer shall have delivered to the Indenture Trustee a duly executed Subsequent Transfer Agreement, substantially in the form of Exhibit B to the Transfer Agreement, including a list of Subsequent Timeshare Loans listed on attached thereto, and confirming the Schedule satisfaction of Timeshare Loans attached each condition precedent specified in the Transfer Agreement, not less than three (3) Business Days prior to the related Subsequent such Transfer Notice, Date; (ii) the Receivables Issuer shall have deposited or caused to be deposited 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) Collection Account 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 collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loans; (iii) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans and all other property interests or rights conveyed pursuant to shall have given the Indenture Trustee a written certification and referenced receipt in this Section 2(baccordance with the Custodial Agreement; (iv) shall immediately vest in the Issuer, its successors and assigns. The Depositor Prefunding Termination Date shall not take have occurred; and (v) no Responsible Officer of the Indenture Trustee has actual knowledge or has actually received notice that any action inconsistent with conditions to such ownership nor claim any ownership interest in any transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request. (b) No transfer or pledge of a Subsequent Timeshare Loan shall be effective unless the (1) the Timeshare Loan Files 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 such Subsequent Timeshare Loans conveyed hereunder shall be borne by Loan have been delivered to the Issuer Custodian and its subsequent assignees(2) the Timeshare Loan Servicing Files for such Subsequent Timeshare Loan have been delivered to the Servicer.

Subsequent Timeshare Loans. (a) On the related each Transfer Date during the Prefunding PeriodPeriod on which Subsequent Timeshare Loans are pledged by the Issuer to the Indenture Trustee hereunder, in return for 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 amount equal to account designated by the Issuer, the 70% of the Timeshare Loan Acquisition Price of for each of the such Subsequent Timeshare Loans Loan. Prior 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 acceptance by the DepositorIndenture Trustee of any Subsequent Timeshare Loan or the release of any funds therefor, the Depositor does hereby transfer, assign, sell and grant following conditions must be satisfied on or prior 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 related Transfer Date: (i) the Subsequent Timeshare Loans listed on Issuer shall have delivered to the Indenture Trustee a Schedule of Timeshare Loans attached listing the Subsequent Loans to be conveyed on such Transfer Date, and confirmed the related Subsequent satisfaction of each condition precedent specified in the Transfer NoticeAgreement, not less than three (3) Business Days prior to such Transfer Date; (ii) the Receivables Issuer shall have deposited or caused to be deposited 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) Collection Account 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 collected after the related Cut-Off Date in respect of such Subsequent Timeshare Loans; (iii) the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans and all other property interests or rights conveyed pursuant to shall have given the Indenture Trustee a written certification and referenced receipt in this Section 2(baccordance with the Custodial Agreement; (iv) shall immediately vest in the Issuer, its successors and assigns. The Depositor Prefunding Termination Date shall not take have occurred; and (v) no Responsible Officer of the Indenture Trustee has actual knowledge or has actually received notice that any action inconsistent with conditions to such ownership nor claim any ownership interest in any transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request. (b) No transfer or pledge of a Subsequent Timeshare Loan shall be effective unless the (1) the Timeshare Loan Files 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 such Subsequent Timeshare Loans conveyed hereunder shall be borne by Loan have been delivered to the Issuer Custodian and its subsequent assignees(2) the Timeshare Loan Servicing Files for such Subsequent Timeshare Loan have been delivered to the Servicer.

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.