Common use of Additional Covenants of the Seller Clause in Contracts

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans or the Closing Date Eligible Investments. It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans or the Closing Date Eligible Investments. On the Closing Date and each Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan and each Closing Date Eligible Investment has been sold to the Depositor. It shall respond to any inquiries with respect to ownership of a Timeshare Loan or Closing Date Eligible Investment by stating that such Timeshare Loan or Closing Date Eligible Investment has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan or Closing Date Eligible Investment. On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans and the Closing Date Eligible Investments, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders. It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans and the Closing Date Eligible Investments to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan or Closing Date Eligible Investment including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f). On the Closing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina and “Bluegreen Corporation of Massachusetts” in Louisiana. After the Closing Date, any change in the legal name of the Seller or the use by it of any tradename, fictitious name, assumed name or “doing business as” name other than the foregoing shall be promptly (but no later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing. Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. Except to the extent of any payments received with respect to a Credit Card Timeshare Loan, in the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or a Transfer Date, as applicable, the Seller shall, within two Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. Payments received by the Seller with respect to Credit Card Timeshare Loans, without regard to any discount fees, shall be transferred to the Lockbox Account within five Business Days. The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto. In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes. The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and Closing Date Eligible Investments and all payments made with regard to the related Timeshare Loans and Closing Date Eligible Investments without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor Issuer as follows: It (a) The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans or the Closing Date Eligible Investmentsproperties. It (b) The Seller shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure and, if applicable, all necessary sales finance company licenses. (c) On or prior to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans or the Closing Date Eligible Investments. On the Closing Date and each or a Transfer Date, as applicable, it the Seller shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan and each Closing Date Eligible Investment has been sold to the DepositorIssuer and subsequently pledged to the Indenture Trustee for the benefit of the Noteholders. It (d) The Seller shall respond to any inquiries with respect to ownership of a Timeshare Loan or Closing Date Eligible Investment by stating that such Timeshare Loan or Closing Date Eligible Investment has been sold to the Depositor Issuer and that the Depositor Issuer is the owner of such Timeshare Loan or Closing Date Eligible Investmentand that such Timeshare Loan has been pledged to the Indenture Trustee for the benefit of the Noteholders. (e) [Reserved.] 13 (f) On or prior to the Closing Date or a Transfer Date, it as applicable, the Seller shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders, Noteholders with respect to the Conveyed Timeshare Loans Property meeting the requirements of state law in such manner and in such jurisdictions as are necessary or appropriate to perfect the Closing Date Eligible Investments, in acquisition of the form and manner reasonably requested Conveyed Timeshare Property by the Depositor or its assigns. The Seller Issuer from the Seller, and shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf for the benefit of the Noteholders. It (g) The Seller agrees from time to time totime, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans and the Closing Date Eligible Investments to the DepositorLoans, or to enable the Depositor Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan or Closing Date Eligible Investment including, including but not limited to, to powers of attorney, UCC Uniform Commercial Code financing statements and statements, assignments of mortgageMortgage and Points Purchase Contracts. It The Seller hereby appoints the Depositor, the Issuer and the Indenture Trustee as attorneysattorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f). On the Closing Date, to enforce obligations of the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina and “Bluegreen Corporation of Massachusetts” in Louisianahereunder. After the Closing Date, any (h) Any change in the legal name of the Seller or the and any use by it of any tradenametrade name, fictitious name, assumed name or “"doing business as” " name other than occurring after the foregoing Closing Date shall be promptly (but no later than ten Business Days) disclosed to the Depositor Issuer and the Indenture Trustee in writing. (i) Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. Except (j) The Seller shall immediately transfer to the extent Issuer or its assignee, as applicable, any payment it receives in respect of any payments received with respect to a Credit Card the Conveyed Timeshare Loan, in Property. (k) In the event that the Seller shall or the Issuer or any assignee of the Issuer should receive actual notice of any payments in respect transfer taxes arising out of a the transfer, assignment and conveyance of any Conveyed Timeshare Loan after Property, on written demand by the Closing Date Issuer, or a Transfer Date, as applicableupon the Seller otherwise being given notice thereof, the Seller shallshall pay, within two Business Days and otherwise indemnify and hold the Issuer and any of receiptits assignees harmless, on an after-tax basis, from and against any and all such transfer or cause to be transferredtaxes. (l) The Seller will comply in all material respects with all applicable laws, such payments rules, regulations and orders and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges except to the Lockbox Account. Payments received by extent that the failure so to comply with such laws, rules and regulations or the failure so to preserve and maintain such existence, rights, franchises, qualifications and privileges could not reasonably be expected to materially adversely affect the collectibility of the Conveyed Timeshare Property or the 14 ability of the Seller with respect to Credit Card Timeshare Loans, without regard perform its obligations under this Agreement and any of the Transaction Documents to any discount fees, shall be transferred to the Lockbox Account within five Business Dayswhich it is a party. (m) The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans Obligor Notes at the address of Bluegreen the Seller listed herein and shall notify the parties hereto of any change or, upon 30 days’ prior written notice to the same Issuer and the Indenture Trustee, at least 30 days prior thereto. In any other location in jurisdictions where all actions reasonably requested by the event that the Seller Issuer or the Depositor or any assignee Indenture Trustee to protect and perfect the interest in the Obligor Notes and Points Purchase Contracts under the applicable Uniform Commercial Code have been taken and completed within 10 days of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxesnotice. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing the Obligor Notes and Points Purchase Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Obligor Notes (including, without limitation, records adequate to permit the daily identification of each Obligor Note and Points Purchase Contract) and all payments made with regard to the related Conveyed Timeshare Property prior to and on the Closing Date and each Transfer Date. (n) The Seller shall execute and file such continuation statements and any other documents reasonably requested by the Issuer or the Indenture Trustee or which may be required by law to preserve and protect the interest of the Issuer or the Indenture Trustee hereunder in and to the Conveyed Timeshare Property. (o) The Seller agrees from time to time, at its expense, promptly to execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the Conveyed Timeshare Property, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any of the other Transaction Documents to which it is a party. The Seller has delivered to the Custodian a Lost Note Affidavit in the form of Exhibit C hereto in each instance where it is unable to provide a signed original Obligor Note or Points Purchase Contract, and the Issuer agrees that such Lost Note Affidavit shall be sufficient to satisfy the Seller's obligations hereunder. (p) The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Conveyed Timeshare Loans and Closing Date Eligible Investments Property and all payments made with regard to the related Conveyed Timeshare Loans and Closing Date Eligible Investments Property without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it. SECTION 8.

Additional Covenants of the Seller. The Seller hereby covenants and agrees with the Depositor as follows: It It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans or the Closing Date Eligible InvestmentsLoans. It 20 It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans or the Closing Date Eligible InvestmentsLoans. On the Closing Date and On each Transfer Funding Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan and each Closing Date Eligible Investment has been sold to the Depositor. It It shall respond to any inquiries with respect to ownership of a Timeshare Loan or Closing Date Eligible Investment by stating that such Timeshare Loan or Closing Date Eligible Investment has been sold to the Depositor and that the Depositor is the owner of such Timeshare Loan or Closing Date Eligible InvestmentLoan. On On or prior to the Closing Date, it shall file or cause to be filed, at its own expense, financing statements in favor of the Depositor, and, if applicable, the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans and the Closing Date Eligible InvestmentsLoans, in the form and manner reasonably requested by the Depositor or its assigns. The Seller shall deliver file-stamped copies of such financing statements to the Depositor, the Issuer and the Indenture Trustee on behalf of the Noteholders. It It agrees from time to time to, at its expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Depositor, the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale and contribution of the Timeshare Loans and the Closing Date Eligible Investments to the Depositor, or to enable the Depositor to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan or Closing Date Eligible Investment including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. It hereby appoints the Depositor, the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(f). On the Closing Date, the Seller does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Xxxxxx Corporation” in North Carolina and “Bluegreen Corporation of Massachusetts” in Louisiana. After the Closing Date, any Any change in the legal name of the Seller or the and any use by it of any tradenametrade name, fictitious name, assumed name or “doing business as” name other than occurring after the foregoing Closing Date shall be promptly (but no not later than ten Business Days) disclosed to the Depositor and the Indenture Trustee in writing. Upon Upon the discovery or receipt of notice by a Responsible Officer of the Seller of a breach of any of its representations or warranties and covenants contained herein, the Seller shall promptly disclose to the Depositor, the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach. Except to the extent of any payments received with respect to a Credit Card Timeshare Loan, in In the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date or a Transfer Funding Date, as applicable, the Seller shall, within two (2) Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. Payments received by the Seller with respect to Credit Card Timeshare Loans, without regard to any discount fees, shall be transferred to the Lockbox Account within five Business Days. The The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto. In In the event that the Seller or the Depositor or any assignee of the Depositor receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Depositor, on written demand by the Depositor, or upon the Seller otherwise being given notice thereof, the Seller shall pay, and otherwise indemnify and hold the Depositor, or any subsequent assignee, harmless, on an after-tax basis, from and against any and all such transfer taxes. The The Seller authorizes the Depositor, the Issuer and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and Closing Date Eligible Investments and all payments made with regard to the related Timeshare Loans and Closing Date Eligible Investments without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Depositor confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.