Common use of Timeshare Loans Clause in Contracts

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 Seller does hereby sell, transfer, assign and grant to the Depositor, without recourse (except as provided in Section 6 and Section 8 hereof), all of the Seller’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 Seller under the distribution and assignment agreements, contribution and assignment agreements and such other assignments, bills of sale and other transfer documents executed and delivered in connection with the sale and transfer of such Timeshare Loans, 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 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 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 of the Timeshare Loan Loans to be sold on such Funding Date or Transfer Date, as applicable, the Seller does hereby sell, transfer, assign assign, sell and grant to the DepositorIssuer, 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: to (i) each Timeshare Loan listed on the Schedule of Timeshare Loans related Borrowing Noticeto 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 DocumentsFiles, (iv) all Related Security in respect of each such Timeshare Loan, (v) the all rights and remedies of the Seller under pursuant to the distribution and assignment agreements, contribution and assignment agreements and such other assignments, bills of sale and other transfer documents executed and delivered in connection with the sale and transfer of such Timeshare LoansPurchase 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 PropertyLoan 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 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 DepositorIssuer, 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, to be paid in part in cash and in part as an increase in the Seller value of the Residual Interest Certificate held by the Depositor, the Depositor does hereby sell, transfer, assign assign, sell and grant to the DepositorIssuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the SellerDepositor’s right, title and interest in and to: to (i) each any Timeshare Loan Loans 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 (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, (v) the Depositor’s rights and remedies under the Purchase Agreement, including, but not limited to, its rights with respect to the representations and warranties of the Seller under Club Originator therein, together with all rights of the distribution and assignment agreementsDepositor with respect to any breach thereof, contribution and assignment agreements and such other assignmentsincluding any right to require the Club Originator to cure, bills of sale and other transfer documents executed and delivered repurchase or substitute any Defective Timeshare Loans in connection accordance with the sale and transfer provisions of such Timeshare Loans, 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) i)-(vi), being referred to as the “Conveyed Timeshare PropertyAssets”). Upon such salesale and transfer, 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 DepositorIssuer, its successors and assigns. The Seller 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, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Timeshare Loans conveyed hereunder shall be borne by the Issuer and its subsequent assignees.

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 Seller Depositor does hereby sell, transfer, assign assign, sell and grant to the DepositorIssuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s Depositor's right, title and interest in and to: to (i) each any Timeshare Loan Loans 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 (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, (v) the Depositor's rights and remedies under the Purchase Agreement, including, but not limited to, its rights with respect to the representations and warranties of the Seller under Club Originator therein, together with all rights of the distribution and assignment agreementsDepositor with respect to any breach thereof, contribution and assignment agreements and such other assignmentsincluding any right to require the Club Originator to cure, bills of sale and other transfer documents executed and delivered repurchase or substitute any Defective Timeshare Loans in connection accordance with the sale and transfer provisions of such Timeshare Loans, the Purchase Agreemnt 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) i)-(vi), being referred to as the “Conveyed Timeshare Property”"Assets"). Upon such salesale and transfer, 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 DepositorIssuer, its successors and assigns. The Seller 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, if applicable. The parties to this Agreement hereby acknowledge that the "credit risk" of the Timeshare Loans conveyed hereunder shall be borne by the Issuer and its subsequent assignees.