Timeshare Receivables Sample Clauses

Timeshare Receivables. The Purchase Price shall be increased by any amount by which the Closing Date Timeshare Receivables exceed US $28.5 million, or decreased by any amount by which the Closing Date Timeshare Receivables are less than US $28.5 million.
Sample 1
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Timeshare Receivables. With respect to each of the promissory notes, mortgage receivables, deeds of trust, contracts for deed, installment sales contracts, conditional sales contracts, collateral assignments of beneficial interest or security agreements (collectively, the “Debt Instruments”) held or financed by a Company Entity and related to the offering or sale of Vacation Ownership Interests as of January 1, 2019 through the Agreement Date (the “Company Timeshare Receivables”): (i) title of each such Company Timeshare Receivable is owned by the Company Entity free and clear of all Liens, other than Permitted Liens, and legal title is in the name of such entity or in the name of a nominee thereof (each, a “Timeshare Lender”) and such Timeshare Lender has full right and authority to enforce all documents and instruments evidencing or securing such Company Timeshare Receivables, and each such document or instrument is genuine and the legal, valid, and binding obligation of the applicable obligor in accordance with its terms, subject to Permitted Liens and except as such enforceability may be limited by applicable Equitable Principles; (ii) to the Knowledge of the Company, the Debt Instruments related to the Company Timeshare Receivables are in the possession of a Company Entity or its designated escrow agent, custodian, or such nominee as required under any Securitization Transaction; and (iii) to the Knowledge of the Company, as of the Agreement Date, each Debt Instrument evidencing any Company Timeshare Receivable has not been modified in any material respect other than in the ordinary course of business and permitted under the Company’s servicing and collection policies, and constitutes a valid first priority Lien encumbering the Vacation Ownership Interest described therein, as security for the repayment of all amounts and obligations arising under such Debt Instruments, subject to Permitted Liens.
Sample 1
Timeshare Receivables. With respect to each of the Debt Instruments held or financed by a Parent Entity and related to the offering or sale of Vacation Ownership Interests as of January 1, 2019 through the Agreement Date (the “Parent Timeshare Receivables”): (i) title of each such Parent Timeshare Receivable is owned by the Parent Entity free and clear of all Liens, other than Permitted Liens, and legal title is in the name of a Timeshare Lender and such Timeshare Lender has full right and authority to enforce all documents and instruments evidencing or securing such Parent Timeshare Receivables, and each such document or instrument is genuine and the legal, valid, and binding obligation of the applicable obligor in accordance with its terms, subject to Permitted Liens and except as such enforceability may be limited by applicable Equitable Principles; (ii) to the Knowledge of Parent, the Debt Instruments related to the Parent Timeshare Receivables are in the possession of a Parent Entity or its designated escrow agent, custodian or such nominee as required under any HGV Securitization Transaction; and (iii) to the Knowledge of Parent, as of the Agreement Date, each Debt Instrument evidencing any Parent Timeshare Receivable has not been modified in any material respect other than in the ordinary course of business and permitted under Parent’s servicing and collection policies, and constitutes a valid first priority Lien encumbering the Vacation Ownership Interest described therein, as security for the repayment of all amounts and obligations arising under such Debt Instruments, subject to Permitted Liens.
Sample 1

Related to Timeshare Receivables

  • Receivables (a) No amount payable to such Grantor under or in connection with any Receivable is evidenced by any Instrument or Chattel Paper which has not been delivered to the Administrative Agent. (b) None of the obligors on any Receivables is a Governmental Authority. (c) The amounts represented by such Grantor to the Lenders from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate.

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

  • Receivables Purchase Price On the Closing Date, the Purchaser shall deliver to the Seller the Receivables Purchase Price, as provided in Section 2.1(b).

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

  • Reassignment of Ineligible Receivables (a) In the event any representation or warranty under Subsection 4.02(a)(ii), (iii), (iv), (vii), (viii), (ix) or (x) is not true and correct in any material respect as of the date specified therein with respect to any Receivable or the related Account and as a result of such breach RFC VIII is required under Subsection 2.6(a) of the Transfer Agreement to accept reassignment of such Receivables previously sold by TRS to RFC VIII pursuant to this Agreement, TRS shall accept reassignment of such Receivables on the terms and conditions set forth in Subsection 6.01(b). (b) TRS shall accept reassignment of any Receivables described in Subsection 6.01(a) from RFC VIII on the date on which such Receivables are reassigned to RFC VIII pursuant to Subsection 2.6(a) of the Transfer Agreement, and shall pay for such reassigned Receivables by paying to RFC VIII in immediately available funds an amount equal to the unpaid balance of such Receivables. Upon reassignment of such Receivables, RFC VIII shall automatically and without further action sell, transfer, assign, set-over and otherwise convey to TRS, without recourse, representation or warranty, all the right, title and interest of RFC VIII in and to such Receivables, all Recoveries allocable to such Receivables, all monies due or to become due and all amounts received or receivable with respect thereto, all Collections with respect thereto, and all proceeds (including “proceeds” as defined in the UCC) thereof. Such reassigned Receivables shall be treated by RFC VIII as collected in full as of the date on which they were reassigned. RFC VIII shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by TRS to effect the conveyance of such Receivables and other property pursuant to this Subsection.

  • Eligible Receivables Each Receivable included as an Eligible Receivable in the calculation of the Net Receivables Pool Balance as of any date is an Eligible Receivable as of such date.

  • Conveyance of Initial Receivables In consideration of the Issuing Entity’s delivery to or upon the order of the Depositor of the Notes and the Certificates, on the Closing Date the Depositor does hereby sell, transfer, assign, set over and otherwise convey to the Issuing Entity, without recourse (subject to the obligations of the Depositor set forth herein), pursuant to an assignment in the form attached hereto as Exhibit C (the “Initial SSA Assignment”) all right, title and interest of the Depositor, whether now or hereafter acquired, and wherever located, in and to the following: (a) the Initial Receivables identified in the Schedule of Receivables to the Initial SSA Assignment delivered to the Issuing Entity (all of which are identified in World Omni’s computer files by a code indicating the Initial Receivables are owned by the Trust and pledged to the Indenture Trustee) and all monies received thereon and in respect thereof after the Initial Cutoff Date; (b) the security interests in, and the liens on, the Financed Vehicles granted by Obligors in connection with the Initial Receivables and any other interest of the Depositor in such Financed Vehicles; (c) any proceeds with respect to the Initial Receivables from claims on any physical damage, credit life or disability insurance policies covering such Financed Vehicles or Obligors; (d) any Financed Vehicle that shall have secured an Initial Receivable and shall have been acquired by or on behalf of the Depositor, the Servicer or the Trust; (e) all funds on deposit in, and “financial assets” (as such term is defined in the Uniform Commercial Code as from time to time in effect) credited to, the Trust Accounts, including the Reserve Account, the Negative Carry Account, if any, and the Pre-Funding Account, if any, from time to time, including the Reserve Account Initial Deposit, any Reserve Account Subsequent Transfer Deposit, the Negative Carry Account Initial Deposit, if any, and the Pre-Funding Account Initial Deposit, if any, and in all investments and proceeds thereof (including all income thereon); (f) the Receivables Purchase Agreement; (g) all “accounts,” “chattel paper,” “general intangibles” and “promissory notes” (as such terms are defined in the Uniform Commercial Code as from time to time in effect) constituting or relating to the foregoing; and (h) the proceeds of any and all of the foregoing (including Liquidation Proceeds); provided, however, that the foregoing items (a) through (h) shall not include the Notes and Certificates.

  • Characteristics of Receivables Each Receivable (A) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer’s business, shall have been fully and properly executed by the parties thereto, shall have been purchased by the Seller from such Dealer under an existing agreement with the Seller, shall have been validly assigned by such Dealer to the Seller in accordance with its terms and, to the best knowledge of the Seller, shall have been sold by a Dealer without fraud or misrepresentation, (B) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of the Seller in the related Financed Vehicle, (C) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (D) shall provide for level Monthly Payments (provided that the first or last payment in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed over its original term and shall provide for a finance charge or shall yield interest at its APR, (E) shall provide for, in the event that such Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR, (F) shall have an Obligor that is not a federal, state or local governmental entity and (G) is a retail installment contract.

  • Certain Characteristics of the Receivables (A) Each Receivable had a remaining maturity, as of the Cutoff Date, of not less than three (3) months and not more than eighty-four (84) months. (B) Each Receivable had an original maturity, as of the Cutoff Date, of not less than three (3) months and not more than eighty-four (84) months. (C) Each Receivable had a remaining Principal Balance, as of the Cutoff Date, of at least $250 and not more than $150,000. (D) Each Receivable had an Annual Percentage Rate, as of the Cutoff Date, of not more than 20%. (E) No Receivable was more than thirty (30) days past due as of the Cutoff Date. (F) Each Receivable arose under a Contract that is governed by the laws of the United States or any State thereof. (G) Each Obligor had a billing address in the United States or a United States territory as of the date of origination of the related Receivable. (H) Each Receivable is denominated in, and each Contract provides for payment in, United States dollars. (I) Each Receivable arose under a Contract that is assignable without the consent of, or notice to, the Obligor thereunder, and does not contain a confidentiality provision that purports to restrict the ability of the Servicer to exercise its rights under the Sale and Servicing Agreement, including, without limitation, its right to review the Contract. Each Receivable prohibits the sale or transfer of the Financed Vehicle without the consent of the Servicer. (J) Each Receivable arose under a Contract with respect to which GM Financial has performed all obligations required to be performed by it thereunder. (K) No automobile related to a Receivable was held in repossession inventory as of the Cutoff Date. (L) The Servicer’s records do not indicate that any Obligor was in bankruptcy as of the Cutoff Date. (M) No Obligor is the United States of America or any State or any agency, department, subdivision or instrumentality thereof.

  • The Receivables SECTION 3.01 Representations and Warranties of the Seller with Respect to the Receivables.......

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