Common use of BORROWER REPRESENTATIONS AND WARRANTIES Clause in Contracts

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the following representations and warranties made in the Note and Related Documents are true and will remain true until maturity of the Note, termination of the other Related Documents and payment and performance in full of all liabilities, obligations and debt evidenced by the Note and other Related Documents: 4.1 No default or event of default under any of the Related Documents as modified hereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the business, assets, affairs, prospects or financial condition of the Borrower or any Guarantor or any subsidiary of the Borrower. 4.3 Each and all representations and warranties of the Borrower in the Related Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan evidenced by the Note or with respect to the Related Documents as modified herein. 4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents Borrowers represent and warrants warrant to the Bank that each of the following representations Banks and warranties made in the Note and Related Documents are true and will remain true until maturity of the Note, termination of the other Related Documents and payment and performance in full of all liabilities, obligations and debt evidenced by the Note and other Related DocumentsAgent: 4.1 As of March 26, 1997, the outstanding principal balance of the Notes is $17,602,065.76; interest has been paid through the due date. 4.2 No default or event Event of default Default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event Event of default Default under the Related Loan Documents as modified herein has occurred and is continuing. 4.2 4.3 There has been no material adverse change in the business, assets, affairs, prospects or financial condition of the any Borrower or any Guarantor or any subsidiary of other person whose financial statement has been delivered to Agent in connection with the BorrowerCredit Facility from the most recent financial statement received by Agent. 4.3 4.4 Each and all representations and warranties of the Borrower Borrowers in the Related Loan Documents are accurate on the date hereof, except as may have been previously disclosed to Banks in writing. 4.4 The Borrower has 4.5 Borrowers have no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Credit Facility or the Note or with respect to the Related Loan Documents as modified herein. 4.5 4.6 The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the BorrowerBorrowers, enforceable against the Borrower Borrowers in accordance with their terms, subject to bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general principles of equity. 4.6 The Borrower, other than any 4.7 Each Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the each Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the each Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the following representations and warranties made in the Note and Related Documents are true and will remain true until maturity of the Note, termination of the other Related Documents and payment and performance in full of all liabilities, obligations and debt evidenced by the Note and other Related DocumentsLender: 4.1 No default or event of default under any of the Related Credit Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Credit Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the business, assets, affairs, prospects or financial condition of the Borrower or any Guarantor or any subsidiary of other person whose financial statement has been delivered to the BorrowerLender in connection with the Loan from the most recent financial statement received by the Lender. 4.3 Each and all representations and warranties of the Borrower in the Related Credit Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Credit Documents as modified herein. 4.5 The Note and the Related Credit Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms, subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Credit Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Credit Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the following representations and warranties made in the Note and Related Documents are true and will remain true until maturity of the Note, termination of the other Related Documents and payment and performance in full of all liabilities, obligations and debt evidenced by the Note and other Related Documents: 4.1 No default or event of default under any of the Related Documents as modified hereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the business, assets, affairs, prospects or financial condition of the Borrower or any Guarantor or any subsidiary of the Borrower. 4.3 Each and all representations and warranties of the Borrower in the Related Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan evidenced by the Note or with respect to the Related Documents as modified herein. 4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms.: 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the following representations and warranties made in the Note and Related Documents are true and will remain true until maturity of the Note, termination of the other Related Documents and payment and performance in full of all liabilities, obligations and debt evidenced by the Note and other Related Documents:. 4.1 No default or event of default under any of the Related Documents as modified hereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the business, assets, affairs, prospects or financial condition of the Borrower or any Guarantor or any subsidiary of the Borrower. 4.3 Each and all representations and warranties of the Borrower in the Related Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan evidenced by the Note or with respect to the Related Documents as modified herein. 4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the following representations and warranties made in the Note and Related Documents are true and will remain true until maturity of the Note, termination of the other Related Documents and payment and performance in full of all liabilities, obligations and debt evidenced by the Note and other Related DocumentsBank: 4.1 No default or event of default under any of the Related Loan Documents as modified herebyherein, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Loan Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the business, assets, affairs, prospects or financial condition of the Borrower or any Guarantor or any subsidiary of other person whose financial statement has been delivered to Bank in connection with the BorrowerLoan from the most recent financial statement received by Bank. 4.3 Each and all representations and warranties of the Borrower in the Related Loan Documents are accurate on the date hereof. 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs set-offs with respect to the loan evidenced by Loan or the Note or with respect to the Related Loan Documents as modified herein. 4.5 The Note and the Related Loan Documents as modified herein are the legal, valid, and binding obligations obligation of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower organization and has the requisite power and authority to execute and deliver this agreement Agreement and to perform the obligations described in the Related Loan Documents as modified herein. The execution and delivery of this agreement Agreement and the performance of the obligations described in the Related Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement Agreement has been duly executed and delivered by or on behalf of the Borrower. 4.7 All Timeshare Documents (as defined in the Acquisition Loan Agreement) remain in full force and effect and no amendments, modifications, restatements or supplements have been entered into since the execution of the Acquisition Loan Agreement, except as disclosed to Bank in writing concurrently herewith. 4.8 Borrower's fractional interest in the Project as of the date hereof is 3380.5/9325, less any fractional interests sold, in the normal course of business, by Borrower during the period from December 31, 1995 through January 25, 1996.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the following representations and warranties made in the Note and Related Documents are true and will remain true until maturity of the Note, termination of the other Related Documents and payment and performance in full of all liabilities, obligations and debt evidenced by the Note and other Related Documents: 4.1 No default or event of default under any of the Related Documents as modified hereby, nor nor’ any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the business, assets, affairs, prospects or financial condition of the Borrower or any Guarantor or any subsidiary of the Borrower. 4.3 Each and all representations and warranties of the Borrower in the Related Documents are accurate on the date hereof., 4.4 The Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan evidenced by the Note or with respect to the Related Documents as modified herein. 4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the following representations and warranties made in the Note and Related Documents are true and will remain true until maturity of the Note, termination of the other Related Documents and payment and performance in full of all liabilities, obligations and debt evidenced by the Note and other Related Documents: 4.1 No default or event of default under any of the Related Documents as modified hereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the business, assets, affairs, prospects or financial condition of the Borrower or any Guarantor or any subsidiary of the Borrower. 4.3 Each and all representations and warranties of the Borrower in the Related Documents are accurate on the date hereof. 4.4 The To the best of its knowledge, the Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan evidenced by the die Note or with respect to the Related Documents as modified herein. 4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.

BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants to the Bank that each of the following representations and warranties made in the Note and Related Documents are true and will remain true until maturity of the Note, termination of the other Related Documents and payment and performance in full of all liabilities, obligations and debt evidenced by the Note and other Related Documents: 4.1 No default or event of default under any of the Related Documents as modified hereby, nor any event, that, with the giving of notice or the passage of time or both, would be a default or an event of default under the Related Documents as modified herein has occurred and is continuing. 4.2 There has been no material adverse change in the business, assets, affairs, prospects or financial condition of the Borrower or any Guarantor or any subsidiary of the Borrower. 4.3 Each and all representations and warranties of the Borrower in the Related Documents are accurate on the date hereof. 4.4 The To the best of its knowledge, the Borrower has no claims, counterclaims, defenses, or setoffs with respect to the loan evidenced by the Note or with respect to the Related Documents as modified herein. 4.5 The Note and the Related Documents as modified herein are the legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with their terms. 4.6 The Borrower, other than any Borrower who is a natural person, is validly existing under the laws of the State of its formation or organization. The Borrower has the requisite power and authority to execute and deliver this agreement and to perform the obligations described in the Related Documents as modified herein. The execution and delivery of this agreement and the performance of the obligations described in the Related Documents as modified herein have been duly authorized by all requisite action by or on behalf of the Borrower. This agreement has been duly executed and delivered by or on behalf of the Borrower.