pursuant to the Vacation Club Trust Agreement and entitles Purchasers who become Owner Beneficiaries under the Vacation Club Trust Agreement to use any component site within the Vacation Club, subject to the Vacation Club Trust Agreement and the rules and regulations governing such occupancy, including, without limitation, its reservation procedures.ī. The Bluegreen Vacation Club (the “ Vacation Club ” ) is a multi-site timeshare plan established by Bluegreen Vacations Unlimited, Inc. DBA NATIONAL BANK OF ARIZONA, a national banking association ( “ Lender ” ).Ī. THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (together with the Exhibits and Schedules attached hereto, collectively, this “ Agreement ” ) is made as of September 28, 2017 by and between BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company ( “ Borrower ” ) and ZB, N.A. Scope of Reimbursable Attorney's Fees 85 Compliance With Applicable Usury Law 85 Forum Selection Jurisdiction Choice of Law 81 COSTS AND EXPENSES INDEMNIFICATION DUTIES OF LENDER 75 Obligation to Assemble Receivables Collateral 73 Lender's Right to Execute Conveyances 73 Uniform Commercial Remedies Sale Assembly of Receivables Collateral 72 Application of Proceeds During an Event of Default 72 Effect of an Event of Default Remedies 70 Default by Borrower in Other Agreements 67 No Modification of Timeshare Documents 64 No Modification of Receivables Collateral or Payments by Borrower 64 No Sales Activities Prior to Approval 63 Restrictions on Additional Indebtedness 63 Change in Borrower's Name, Principal Place of Business, Jurisdiction of Organization or Business 62 Collection of Receivables Collateral 61 Maintenance of Timeshare Project and Other Property 61 Fulfillment of Obligations Under Project and Consumer Documents 60 Subordination of Indebtedness Owing to Affiliates 60 Insurance, Casualty and Condemnation 54 Survival and Additional Representations and Warranties 53 Timeshare Program Governing Documents 51 No Material Adverse Change in Financial Condition 51 Timeshare Program Consumer Documents 50 Subsidiaries, Affiliates and Capital Structure 50 Title to and Maintenance of Common Areas and Amenities 49 Association Assessments and Reserves 48 Representations as to each Timeshare Project 47 Payment of Taxes and Other Impositions 45 No Default for Third Party Obligations 45 Borrower's Principal Place of Business 44 Conditions Satisfied at Borrower's Expense 43 Conditions Precedent and Subsequent to Advance 40 CONDITIONS PRECEDENT TO ADVANCE METHOD OF DISBURSEMENT 38 Custodial Agent Backup Servicing Agent 38 Lockbox Collections and Servicing Reconciliation Reports 36 Grant of Security Interest in Collateral 35 Borrower's Unconditional Obligation to Make Payments 35 Application of Proceeds of Collateral and Payments 34 Loan Fee Due On Subsequent Increases 34 Prepayment in Connection with Securitization 34 Prepayment Premium Payable for Involuntary Prepayments 33 Exceptions to Prepayment Prohibitions 33 Prohibitions on Prepayment Prepayment Premium 32 Maximum Permitted Outstanding Principal Balance 30 Aggregation for Purpose of Determining Shortfall 28 Continuation of Obligations Throughout Term 27
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