Timeshare Project Clause Samples

Timeshare Project the Property after such time as the same has been converted to a timeshare regime pursuant to the Timeshare Declaration.  Title Insurer: a title company which is acceptable to Lender and issues the Title Policy, including without limitation, First American Title Insurance Company. 6284.345.1224403.10 13 4/16/2018  Title Policy: an extended coverage ALTA lender's policy of title insurance (6-17-06) in an amount not less than $27,500,000 insuring that the Mortgage is a valid first lien on the property intended to be encumbered thereby, subject only to the Permitted Encumbrances, issued by Title Insurer and in form and substance and with such endorsements as are reasonably acceptable to Lender, a proforma copy of which is attached hereto as Exhibit D  Trading With the Enemy Act: as defined in Section 5.19 hereof.  Transferred Property: the Property, the Furnishings, the Retail Merchandise, the General Intangibles, the Warranties, the Appurtenances, the Parking Rights, the Consumables, the Expendables, the assignable (including assignable by consent) Hotel Contracts (other than the Terminated Contracts), the Bookings, the License Agreement, the Services Agreement and the Permits, to the extent transferred to BVU under the PSA. The term “Transferred Property” shall not include Retained Liabilities or the Terminated Contracts which were not transferred to BVU at the closing under the PSA. Unit: a dwelling unit in the Timeshare Project.  Vacation Club: defined in the Background Statements.  Vacation Club Management Agreement: the management agreement from time to time entered into between the Vacation Club Trustee and the Vacation Club Manager for the management of the Vacation Club.  Vacation Club Manager: Bluegreen Resorts Management, Inc., a Delaware corporation, and such other Person from time to time employed by the Vacation Club Trustee to manage the Vacation Club.  Vacation Club Trust: the trust established pursuant to the Vacation Club Trust Agreement and in accordance with F.S. Ch. 721 (the Florida Vacation Plans and Timesharing Act). 

Timeshare Project. (a) (i) It is hereby acknowledged and agreed that the Timeshare Project Property has been deeded by TSP Owner pursuant to the terms of that certain Grant, Bargain and Sale Deed (the “Timeshare Deed”), dated as of September 10, 2007, by TSP Owner to Timeshare Project Developer. Pursuant to the terms of the Timeshare Deed, TSP Owner has certain rights including a “possibility of reversion” right to certain portions of the Timeshare Project Property (the “Reversionary Property”) upon the occurrence of certain events set forth in the Timeshare Deed. TSP Owner has granted to Lender a Lien upon all of TSP Owner’s right, title and interest in and to the Reversionary Property under the TSP Owner Security Instrument.

Timeshare Project the Paradise Point Timeshare Project.

Timeshare Project the Long Creek Timeshare Project.  Title Insurer: a title company which is acceptable to Lender and issues the Title Policy, including without limitation, First American Title Insurance Company.  Title Policy: an extended coverage ALTA lender's policy of title insurance (6-17-06) in an amount not less than the Maximum Loan Amount insuring that the Mortgage is a valid first lien on the Encumbered Timeshare Product arising from Long Creek ▇▇▇▇▇ ▇▇/▇▇ (▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇/▇▇, after the recording of the certificate of conformance, amendment to the Timeshare Declaration and amendment to the Mortgage, as contemplated in Section 6.1(t) hereof), and the other real and other property described in the Mortgage, subject only to the Permitted Encumbrances, issued by Title Insurer and in form and substance and with such endorsements as are reasonably acceptable to Lender, a proforma copy of which is attached hereto as Exhibit I-1.  Trading With the Enemy Act: as defined in Section 5.19 hereof.  Unit: a dwelling unit in the Timeshare Project.  Vacation Club: defined in the Background Statements.  Vacation Club Management Agreement: the management agreement from time to time entered into between the Vacation Club Trustee and the Vacation Club Manager for the management of the Vacation Club.  Vacation Club Manager: Bluegreen Resorts Management, Inc., a Delaware corporation, and such other Person from time to time employed by the Vacation Club Trustee to manage the Vacation Club.  Vacation Club Trust: the trust established pursuant to the Vacation Club Trust Agreement and in accordance with F.S. Ch. 721 (the Florida Vacation Plans and Timesharing Act).  Vacation Club Trust Agreement: means, collectively, that certain Bluegreen Vacation Club Amended and Restated Trust Agreement, dated as of May 18, 1994, by and among Bluegreen Vacations Unlimited, Inc., the Vacation Club Trustee, Bluegreen Resorts Management, Inc. and 14 6284.98.1115736.11 Bluegreen Vacation Club, Inc., as amended, restated or otherwise modified from time to time, together with all other agreements, documents and instruments governing the operation of the Vacation Club. 

Timeshare Project the Property after such time as the same has been converted to a timeshare regime pursuant to the Timeshare Declaration.  Title Insurer: a title company which is acceptable to Administrative Agent and issues the Title Policy, including without limitation, Commonwealth Land Title Insurance Company. BN 72497947v7 

Timeshare Project. A single-phase or multi-phased (as provided herein) timeshare development on the Timeshare Property, in accordance with this Agreement (see, e.g., Section 9) and the final Complex Standards, complying with the Minimum Project Density, and with amenities for all Timeshare Units, to be developed and constructed by the Developer pursuant to this Agreement and subjected to a timeshare plan or regime pursuant to the Timeshare Documents. The Timeshare Project may also include other facilities customarily contained in a timeshare development, but, with the exception of check-in facilities and swimming pool, which Developer may in its discretion construct at its cost as part of the Timeshare Project for use by occupants of the Timeshare Project, such other facilities at the Timeshare Project shall not include any amenities offered by Seller at the Hotel/Casino Property, including but not limited to gaming, conventions, hotel use (including facilities developed for hotel use as well as hotel use of Timeshare Units as provided herein), food and beverage, retail, entertainment (live or otherwise) and other recreational facilities. Whether or not the entire number of expected Timeshare Units is ultimately constructed, each dwelling accommodation constructed at the Timeshare Property shall be deemed for all purposes hereunder to be a Timeshare Unit and part of the Timeshare Project. The Timeshare Project does not include any right of the Developer to any use of or payment associated with any activity at or about or associated with the Complex other than development and marketing of Timeshare Intervals, such as, but not limited to, gaming, conventions, hotel use (including facilities developed for hotel use as well as hotel use of Timeshare Units as provided herein), food and beverage, retail and entertainment.

Timeshare Project. (a) It is hereby acknowledged and agreed that, subject to the provisions set forth in this Section 5.2.11, each of Borrower, TSP Owner and any Affiliate of the foregoing (as applicable) shall have the right in its sole discretion to (i) sell the Timeshare Project Property to any Person that is not an Affiliate of Borrower (a “Timeshare Project Sale”) upon terms that do not contemplate any continuing involvement or obligations of Borrower or TSP Owner after the closing thereof (other than usual and customary indemnification obligations with respect to seller representations and prorations), (ii) enter into any Timeshare Project upon terms that are contemplated within the parameters described on Schedule X or such other terms that are more favorable to Borrower and TSP Owner with any Person that is not an Affiliate of Borrower (a “Schedule X Project”), or (iii) with the prior written consent of Lender (such consent not to be unreasonably withheld, conditioned or delayed), enter into any other Timeshare Project. (b) Notwithstanding anything to the contrary set forth herein, neither Borrower, TSP Owner nor any Affiliate of the foregoing (as applicable) shall commence, or cause or permit any other Person to commence, any aspect or component of any Timeshare Project or to execute, deliver, enter into or otherwise agree to be bound by any Timeshare Project Document, unless the following conditions are and remain satisfied (or waived by Lender in its sole discretion): (i) except with respect to a Timeshare Project Sale or a Schedule X Project, Lender shall have received a Timeshare Project Plan, together with a true, correct and complete copy of all Timeshare Project Documents as and when the same shall be available, together with any other information or documentation reasonably requested by Lender; (ii) the execution and delivery of each Timeshare Project Document and the consummation of the transactions contemplated thereby will not have a Material Adverse Effect or adversely effect the status of any SPE Entity as a Special Purpose Entity; (iii) (except with respect to a Timeshare project Sale or a Schedule X Project) all Timeshare Project Documents shall have been negotiated on an arms’-length basis and that the terms thereof are commercially reasonable; (iv) except with respect to a Timeshare Project Sale, the applicable Timeshare Project Documents shall provide that such Timeshare Project be constructed, operated, maintained and managed in accordance with st...

Timeshare Project individually and collectively, as the context requires, the Big Cedar Project and the Long Creek Project. Title Insurer: a title company which is acceptable to Lender and issues a Title Policy, including without limitation, First American Title Insurance Company. Title Policy: in connection with each Purchaser Mortgage which is a part of the Receivables Collateral, an ALTA lender's policy of title insurance in an amount not less than the Borrowing Base of the Note Receivable secured by the Purchaser Mortgage, insuring Borrower's and its successors' and assigns' interest in the Purchaser Mortgage as a perfected, direct, first and exclusive lien on the Timeshare Interest(s) encumbered thereby, subject only to the Permitted Encumbrances, issued by Title Insurer and in form and substance attached hereto as Exhibits D-1 and D-2. Trading With The Enemy Act: as defined in Section 5.29 hereof. Unit: a dwelling unit in a Timeshare Project. Upgraded Note Receivable: a new Eligible Note Receivable made by the Purchaser under an existing Note Receivable (i) who has elected to terminate such Purchaser’s interest in an existing Timeshare Interest and related Owner Beneficiary Rights and Vacation Points (if any) in exchange 6284.98.499412.15 19 9/30/2010 for purchasing an upgraded Timeshare Interest of higher value than the existing Timeshare Interest and related Owner Beneficiary Rights and Vacation Points (if any) and (ii) whereby the Borrower releases the Purchaser from Purchaser’s obligations in respect of the existing Timeshare Interest and all related Owner Beneficiary Rights and Vacation Points (if any) in exchange for receiving (in substantially all cases) the new Eligible Note Receivable from the Purchaser secured by the upgraded Timeshare Interest and related Owner Beneficiary Rights and Vacation Points (if any). Vacation Club: defined in the Background Statements.