Timeshare Loans Clause Samples

Timeshare Loans. On each Funding Date or Transfer Date, in return for the Timeshare Loan Acquisition Price for each of the Timeshare Loans to be sold on such Funding Date or Transfer Date, as applicable, the 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 Seller’s right, title and interest in and to (i) each Timeshare Loan listed on the Schedule of Timeshare Loans related to each Additional Timeshare Loan Supplement, (ii) the Receivables in respect of such Timeshare Loans due on and after the related Cut-Off Date, (iii) the related Timeshare Loan Files, (iv) all Related Security in respect of each such Timeshare Loan, (v) all rights and remedies of the Seller pursuant to the Purchase Agreement, and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the “Conveyed Timeshare Loan Assets”). The excess amount, if any, between the Timeshare Loan Acquisition Price for a Timeshare Loan and the amount of cash received by the Seller from the Issuer on the related Funding Date or Transfer Date, as applicable, from the proceeds of the Notes, will be a deemed capital contribution to the Issuer (through the Owner, a wholly-owned subsidiary of the Seller). Upon such sale, the ownership of such Timeshare Loan and all collections allocable to principal and interest thereon due after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Issuer, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting.

Timeshare Loans. On each Funding Date or Transfer Date, as the case may be, in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on such Funding Date, the Depositor does hereby sell, transfer, assign and grant to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), all of the Depositor’s right, title and interest in and to: (i) each Timeshare Loan listed on the related Borrowing Notice, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents, (iv) all Related Security in respect of each such Timeshare Loan, (v) the rights and remedies of the Depositor under the Purchase Agreement, and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in the foregoing clauses (i) through (vi) being referred to as the “Conveyed Timeshare Property”). Upon such sale, the ownership of each such Timeshare Loan and all collections allocable to principal and interest thereon due after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) 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 Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting.

Timeshare Loans. On each Sale Date, in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on such Sale Date, the Seller does hereby sell, transfer, assign and grant to the Buyer, without recourse (except as provided in Section 7 and Section 10 hereof), all of the Seller’s right, title and interest in and to: (i) each Timeshare Loan listed on the related Sale Notice, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents, (iv) all Related Security in respect of each such Timeshare Loan, (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in the foregoing clauses (i) through (v) being referred to as the “Conveyed Timeshare Property”). Upon such sale, the ownership of each such Timeshare Loan and all collections allocable to principal and interest thereon due after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Buyer, its successors and assigns. The Seller shall not take any action inconsistent with such Buyer ownership other than as may be required or permitted for consolidated financial and federal and state income tax reporting.

Timeshare Loans. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Seller shall be deemed to have granted to the Depositor as of the date hereof a first priority perfected security interest in all of Seller's right, title and interest in, to and under the Assets specified in Section 2 hereof and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the "Highest Lawful Rate"). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof. The characterization of the Seller as "debtor" and the Depositor as "secured party" in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a ...

Timeshare Loans. Financiero shall have obtained that certain personal guarantee for $500,000 relating to the financing provided by Financiero for that certain project relating to timeshares at the Palmas del Mar Resort.

Timeshare Loans. (i) Effective as of the Closing Date, but subject to the terms and conditions of this Agreement (including, without limitation, subsection (e) below), the Originator hereby sells (“Sale” or “Sold”) or contributes (“Contribute” or “Contribution”) (in each case to the extent described in subsection (e) below) and otherwise transfers, assigns, and conveys to the Issuer, without recourse (except to the extent specifically provided herein), and the Issuer hereby agrees to purchase or accept a contribution of (in each case to the extent described in subsection (e) below) and otherwise acquires, all right, title and interest of the Originator in and to the Timeshare Loans included on the schedule delivered to the Issuer on the Closing Date (as further described in subsection (f) below), together with the Timeshare Properties, Related Security and other conveyed property related thereto. In connection with the initial transfer, Originator shall transfer, or cause the deposit, into the Lockbox Account of all amounts received by the Originator on account of such Timeshare Loans, Timeshare Properties, Related Security and other conveyed property related thereto and additional collateral hereunder due on and after the Initial Cut-Off Date within two (2) Business Days of the receipt thereof. (ii) The Originator hereby acknowledges that each sale, contribution and conveyance to the Issuer hereunder is absolute and irrevocable, without reservation or retention of any interest whatsoever by the Originator.

Timeshare Loans. The original promissory notes signed by the maker(s) thereof and a duly authorized stamped Allonge from the Borrower directly to the order of Lender, in the following form: “Pay to the order of Textron Financial Corporation, its successors and assigns pursuant to the Receivables Loan and Security Agreement dated as of August 31, 2010” containing the original or duly authorized stamped signature of an authorized representative of Borrower which Borrower acknowledges and accepts to be a sufficient endorsement for Lender to perfect its Lien on the promissory note which constitutes a portion of the Pledged Timeshare Loans;

Timeshare Loans. On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Timeshare Loans, the Seller does hereby sell, transfer, assign and grant to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Timeshare Loans listed on the Schedule of Timeshare Loans, (ii) the Receivables in respect of the Timeshare Loans due on and after the Cut-Off Date, (iii) the related Timeshare Loan Files, (iv) all Related Security in respect of the Timeshare Loans and, (v) all rights and remedies of the Seller pursuant to the Purchase Agreement and (vi) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property described in the foregoing clauses (i) through (v) being referred to as the "Conveyed Timeshare Property"). Upon such sale, the ownership of each Timeshare Loan and all collections allocable to principal and interest thereon since the Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Issuer, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Timeshare Loan for any purpose whatsoever other than for consolidated financial and federal and state income tax reporting.