Common use of Timeshare Loans and Contribution of Capital Clause in Contracts

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans), the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans), the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans)Funding Date, the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing such Funding Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Borrowing Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On From time to time after the Closing Date (with respect to the Initial Timeshare Loans) and Date, on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans)Sale Date, the Seller BXG hereby agrees to (x) sell in part and contribute in part to the Depositor Loan Seller in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Sale Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor Loan Seller and (y) transfer, assign, sell and grant to the DepositorLoan Seller, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the SellerBXG’s right, title and interest in and to (but not including the Deferred Purchase Price or any proceeds thereof) (i) any the Timeshare Loans Loans, listed from time to time on the Schedule III hereto or the related Subsequent Transfer Notice, as applicableof Timeshare Loans, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property properties in clauses (i)-(v), being the “Assets”). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the DepositorLoan Seller, its successors and assigns. The Seller BXG 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 federal and state income and franchise tax reporting and GAAP consolidationreporting, if applicable, and financial reporting in accordance with GAAP. The parties to this Agreement hereby acknowledge that the “credit risk” of the Timeshare Loans conveyed hereunder shall be borne by the Depositor Loan Seller and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans), the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”)foregoing. Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans)Period, the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor Depositor, in return for the Timeshare Loan Acquisition Price for each (to be paid (A) in cash equal to 91% of the Timeshare Loan Acquisition Price of each of the Subsequent Timeshare Loans to be sold on the Closing Date or such Transfer Date, as applicable, to be paid in part in cash date and in part as (B) an increase in its equity ownership of the Depositor Depositor) hereby transfers, assigns, sells and (y) transfer, assign, sell and grant grants to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s 's right, title and interest in and to (i) any Subsequent Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Notice, as applicable, (ii) the Receivables in respect of such 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 Security in respect of each such Subsequent Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”"ASSETS"). Upon such contribution, 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(a2(a)(i) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans), the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.. KL2 3337070.5

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans), the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s 's right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”)foregoing. Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans)Funding Date, the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor Depositor, in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Date, as applicable, (to be paid in part (A) in cash equal to the product of the Borrowing Base Percentage on such Funding Date and in part as the aggregate Loan Balance of the Timeshare Loans on such Funding Date and (B) an increase in its equity ownership of the Depositor equal to the balance of such Timeshare Loan Acquisition Price) and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s 's right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Borrowing Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “"Assets”"). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans)Funding Date, the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing such Funding Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Borrowing Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “Assets”). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Timeshare Loan for any purpose whatsoever other than for federal and state income tax reporting and GAAP consolidationreporting, if applicable. 2 The parties to this Agreement hereby acknowledge that the “credit risk” of the Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans)Date, by execution of this Agreement, the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor Purchaser, in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor Timeshare Loans and (y) transferall of the common stock of the Company, assignand hereby transfers, sell assigns, sells and grant grants to the DepositorPurchaser, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s 's right, title and interest in and to (i) any the Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Notice, as applicablehereto, (ii) the Receivables in respect of such the Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “"Assets”"). Upon such contribution, sale and transfer, the ownership of each 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(a2(a)(i) shall immediately vest in the DepositorPurchaser, 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 federal and state income tax reporting and GAAP consolidationreporting, if applicable. The parties to this Agreement hereby acknowledge that the “"credit risk” " of the Timeshare Loans conveyed hereunder shall be borne by the Depositor Purchaser and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans)Funding Date, the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing such Funding Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s 's right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Borrowing Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “"Assets”"). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On the Closing Date (with respect to the Initial Timeshare Loans) and on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans), the Seller hereby agrees to (x) sell in part and contribute in part to the Depositor in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor and (y) transfer, assign, sell and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s 's right, title and interest in and to (i) any Timeshare Loans listed on Schedule III hereto or the related Subsequent Transfer Notice, as applicable, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “"Assets”"). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the Depositor, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any 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 Timeshare Loans conveyed hereunder shall be borne by the Depositor and its subsequent assignees.

Timeshare Loans and Contribution of Capital. On From time to time after the Closing Date (with respect to the Initial Timeshare Loans) and Date, on each Transfer Date during the Prefunding Period (with respect to the Subsequent Timeshare Loans)Sale Date, the Seller BBCV hereby agrees to (x) sell in part and contribute in part to the Depositor Loan Seller in return for the Timeshare Loan Acquisition Price for each Timeshare Loan to be sold on the Closing Date or such Transfer Sale Date, as applicable, to be paid in part in cash and in part as an increase in its equity ownership of the Depositor Loan Seller and (y) transfer, assign, sell and grant to the DepositorLoan Seller, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the SellerBBCV’s right, title and interest in and to (but not including the Deferred Purchase Price or any proceeds thereof) (i) any the Timeshare Loans Loans, listed from time to time on the Schedule III hereto or the related Subsequent Transfer Notice, as applicableof Timeshare Loans, (ii) the Receivables in respect of such Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property properties in clauses (i)-(v), being the “Assets”). Upon such contribution, sale and transfer, the ownership of each 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(a) shall immediately vest in the DepositorLoan Seller, its successors and assigns. The Seller BBCV 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 federal and state income and franchise tax reporting and GAAP consolidationreporting, if applicable, and financial reporting in accordance with GAAP. The parties to this Agreement hereby acknowledge that the “credit risk” of the Timeshare Loans conveyed hereunder shall be borne by the Depositor Loan Seller and its subsequent assignees.