Common use of DEBTOR'S WARRANTIES Clause in Contracts

DEBTOR'S WARRANTIES. Debtor represents, warrants, and covenants to Secured Party now and so long as any Obligations secured hereby are outstanding as follows: 1. No financing statement covering any portion of the Collateral is on file in any public office, except the financing statements relating to this security interest created hereunder. 2. Debtor is the sole owner of the Collateral and each item constituting the Collateral, free and clear of all liens except for the security interest granted to Secured Party pursuant to this Security Agreement. 3. All actions necessary or desirable to perfect the Security Interest in the Collateral in each state in which any portion of the Collateral is or will be located have been, or will forthwith be, duly taken. 4. Each of the Partnership Agreements and the Resorts Operating Agreement is in full force and effect and, to the knowledge of Debtor, there exists no material default thereunder, or event or condition which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. 5. Neither any Partnership Agreement nor the Resorts Operating Agreement will be amended or modified in any manner that would materially affect Debtor's interest thereunder, or in any manner which would materially impair or adversely affect the Collateral, nor shall Debtor consent to any such amendment without the prior written consent of Secured Party. 6. There is no condition, circumstance, event, agreement, document, instrument, restriction, litigation or other proceeding and, to the best of Debtor's knowledge, there is no threatened litigation or proceeding or basis therefor, which could materially adversely affect the validity or priority of the liens and security interests granted, or intended to be granted, hereunder when executed, delivered, recorded and filed as required hereunder, or that could materially adversely affect the ability of Debtor to perform its obligations hereunder and under the other Loan Documents to which Debtor is a party, or which would constitute an Event of Default. 7. Each Subpartnership, Resorts and Debtor have fully complied with all requirements imposed on them in connection with (a) the organization and formation of such Subpartnership or Resorts, as applicable, and (b) the sale, distribution and offer of partnership interests in such Subpartnership and membership interests in Resorts.

DEBTOR'S WARRANTIES. Debtor represents, warrants, certifies and covenants warrants that the financial data and other information which Debtor has submitted or will submit to Secured Party now in connection with this Agreement is, or will be at time of delivery, as appropriate, a true and so long as any Obligations secured hereby are outstanding as follows: 1. No financing complete statement covering any portion of the Collateral is matters therein contained. Debtor further certifies and warrants: (a) this Agreement and the attendant documents have been duly authorized by Debtor and, when executed and delivered by the person signing on file behalf of Debtor below, will constitute the legal, valid and binding obligations of Debtor, enforceable against Debtor in any public officeaccordance with their respective terms; (b) this Agreement and each and every showing provided by or on behalf of Debtor in connection herewith may be relied upon by Secured Party in accordance with the terms thereof, except notwithstanding the financing statements relating failure of Debtor or other applicable party to this ensure proper attestation thereto, whether by absence of a seal or acknowledgment or otherwise; (c) Debtor has the right, power and authority to grant a security interest created hereunder. 2. Debtor is in the sole owner of the Collateral and each item constituting the Collateral, free and clear of all liens except for the security interest granted Equipment to Secured Party pursuant to this Security Agreement. 3. All actions necessary or desirable to perfect for the Security Interest in the Collateral in each state in which any portion of the Collateral is or will be located have been, or will forthwith be, duly taken. 4. Each of the Partnership Agreements uses and the Resorts Operating Agreement is in full force and effect and, to the knowledge of Debtor, there exists no material default thereunder, or event or condition which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. 5. Neither any Partnership Agreement nor the Resorts Operating Agreement will be amended or modified in any manner that would materially affect Debtor's interest thereunder, or in any manner which would materially impair or adversely affect the Collateral, nor shall Debtor consent to any such amendment without the prior written consent of Secured Party. 6. There is no condition, circumstance, event, agreement, document, instrument, restriction, litigation or other proceeding and, to the best of Debtor's knowledge, purposes herein set forth; (d) there is no threatened litigation or proceeding pending or basis therefor, threatened against Debtor which could may have a materially adversely affect the validity or priority of the liens and security interests granted, or intended to be granted, hereunder when executed, delivered, recorded and filed as required hereunder, or that could materially adversely affect the ability of adverse effect on Debtor to perform its obligations hereunder and under the other Loan Documents to which Debtor is a party, or which would constitute an Event prevent or hinder the performance by Debtor of Default. 7. Each Subpartnership, Resorts and Debtor have fully complied its obligations hereunder; (e) no action by or with all requirements imposed on them any commission ar administrative agency is required in connection with herewith; (af) Debtor has the power to own its assets and to transact business in which it is engaged; (g) Debtor will give Secured Party prompt notice of any change in its name, identity or structure; and (h) the organization Equipment will, at the time such Equipment becomes subject hereto, be in good repair, condition and formation of such Subpartnership or Resorts, as applicable, and (b) the sale, distribution and offer of partnership interests in such Subpartnership and membership interests in Resortsworking order.

DEBTOR'S WARRANTIES. Debtor represents, warrants, and covenants to Secured Party now and so long as any Obligations secured hereby are outstanding as follows: 1. No financing statement covering any portion of the Collateral is on file in any public office, except the financing statements relating to this security interest created hereunderhereunder or other security interests in favor of Secured Party. 2. Debtor is the sole owner of the Collateral and each item constituting the Collateral, free and clear of all liens except for the security interest granted to Secured Party pursuant to this Security AgreementAgreement or other security agreements in favor of Secured Party. 3. All actions necessary or desirable to perfect the Security Interest in the Collateral in each state in which any portion of the Collateral is or will be located have been, or will forthwith be, duly taken. 4. Each of the Partnership Agreements and the Resorts Operating Agreement is in full force and effect and, to the knowledge of Debtor, there exists no material default thereunder, or event or condition which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. 5. Neither any Partnership Agreement nor the Resorts Operating Agreement will be amended or modified in any manner that would materially affect Debtor's interest thereunder, or in any manner which would materially impair or adversely affect the Collateral, nor shall Debtor consent to any such amendment without the prior written consent of Secured Party. 6. There is no condition, circumstance, event, agreement, document, instrument, restriction, litigation or other proceeding and, to the best of Debtor's knowledge, there is no threatened litigation or proceeding or basis therefor, which could materially adversely affect the validity or priority of the liens and security interests granted, or intended to be granted, hereunder when executed, delivered, recorded and filed as required hereunder, or that could materially adversely affect the ability of Debtor to perform its obligations hereunder and under the other Loan Documents to which Debtor is a party, or which would constitute an Event of Default. 7. Each Subpartnership, Resorts and Debtor have fully complied with all requirements imposed on them in connection with (a) the organization and formation of such Subpartnership or Resorts, as applicable, and (b) the sale, distribution and offer of partnership interests in such Subpartnership and membership interests in Resorts.

DEBTOR'S WARRANTIES. Debtor represents, warrants, and covenants to Secured Party now and so long as any Obligations secured hereby are outstanding as follows: 1. No financing statement covering any portion of the Collateral is on file in any public office, except the financing statements relating to this security interest created hereunder. 2. Debtor is the sole owner of the Collateral and each item constituting the Collateral, free and clear of all liens except for the security interest granted to Secured Party pursuant to this Security Agreement. 3. All actions necessary or desirable to perfect the Security Interest in the Collateral in each state in which any portion of the Collateral is or will be located have been, or will forthwith be, duly taken. 4. Each of the Partnership Agreements and the Resorts Operating Agreement is in full force and effect and, to the knowledge of Debtor, there exists no material default thereunder, or event or condition which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. 5. Neither any of the Partnership Agreement nor the Resorts Operating Agreement will Agreements shall be amended or modified in any manner that would materially affect Debtor's interest thereunder, or in any manner which would materially impair or adversely affect the Collateral, nor shall Debtor consent to any such amendment without the prior written consent of Secured Party. 6. There is no condition, circumstance, event, agreement, document, instrument, restriction, litigation or other proceeding and, to the best of Debtor's knowledge, there is no threatened litigation or proceeding or basis therefor, which could materially adversely affect the validity or priority of the liens and security interests granted, or intended to be granted, hereunder when executed, delivered, recorded and filed as required hereunder, or that could materially adversely affect the ability of Debtor to perform its obligations hereunder and under the other Loan Documents to which Debtor is a party, or which would constitute an Event of Default. 7. Each Subpartnership, Resorts The Partnerships and Debtor have fully complied with all requirements imposed on them in connection with (a) the organization and formation of such Subpartnership or Resorts, as applicablethe Partnerships, and (b) the sale, distribution and offer of partnership interests in such Subpartnership and membership interests in Resortsthe Partnerships.

DEBTOR'S WARRANTIES. Debtor represents, warrants, and covenants to Secured Party now and so long as any Obligations secured hereby are outstanding as follows: 1. No financing statement covering any portion of the Collateral is on file in any public office, except the financing statements relating to the security interests created by the Original Security Agreement and this security interest created hereunderRestated Security Agreement. 2. Debtor is the sole owner of the Collateral and each item constituting the Collateral, free and clear of all liens except for the security interest interests granted to Secured Party pursuant to the Original Security Agreement and this Restated Security Agreement. 3. All actions necessary or desirable to perfect the Security Interest in the Collateral in each state in which any portion of the Collateral is or will be located have been, or will forthwith be, duly taken. 4. Each of the The Partnership Agreements Agreement and the Resorts Operating Subpartnership II Agreement is are in full force and effect and, to the knowledge of Debtor, there exists no material default thereunder, or event or condition which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. 5. Neither any The Partnership Agreement nor the Resorts Operating Agreement will Agreements shall not be amended or modified in any manner that would materially affect Debtor's interest interests thereunder, or in any manner which would materially impair or adversely affect the Collateral, nor shall Debtor consent to any such amendment without the prior written consent of Secured Party. 6. There is no condition, circumstance, event, agreement, document, instrument, restriction, litigation or other proceeding and, to the best of Debtor's knowledge, there is no threatened litigation or proceeding or basis therefor, which could materially adversely affect the validity or priority of the liens and security interests granted, or intended to be granted, hereunder granted under the Original Security Agreement or this Restated Security Agreement when executed, delivered, recorded and filed as required thereunder or hereunder, or that could materially adversely affect the ability of Debtor to perform its obligations hereunder and under the other Loan Documents to which Debtor is a partythereunder or hereunder, or which would constitute an Event of Default. 7. Each Subpartnership, Resorts Subpartnership II and Debtor have fully complied with all requirements imposed on them in connection with (a) the organization and formation of such Subpartnership or Resorts, as applicableand Subpartnership II, and (b) the sale, distribution and offer of partnership interests in such Subpartnership and membership interests in ResortsSubpartnership II.

DEBTOR'S WARRANTIES. Debtor represents, warrants, and covenants to Secured Party now and so long as any Obligations secured hereby are outstanding as follows: 1. No financing statement covering any portion of the Collateral is on file in any public office, except the financing statements relating to this security interest created hereunderhereunder or under the Original Security Agreement or except for statements in favor of Lender as a secured party. 2. Debtor is the sole owner of the Collateral and each item constituting the Collateral, free and clear of all liens except for the security interest granted to Secured Party pursuant to this Security AgreementAgreement or other security interests in favor of Lender. 3. All actions necessary or desirable to perfect the Security Interest in the Collateral in each state in which any portion of the Collateral is or will be located have been, or will forthwith be, duly taken. 4. Each of The Operating Agreement and the Partnership Agreements and the Resorts Operating Agreement each is in full force and effect and, to the knowledge of Debtor, there exists no material default thereunder, or event or condition which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. 5. Neither any Partnership Agreement nor the Resorts The Operating Agreement will and the Partnership Agreements each shall not be amended or modified in any manner that would materially affect Debtor's interest thereunder, or in any manner which would materially impair or adversely affect the Collateral, nor shall Debtor consent to any such amendment without the prior written consent of Secured Party. 6. There is no condition, circumstance, event, agreement, document, instrument, restriction, litigation or other proceeding and, to the best of Debtor's knowledge, there is no threatened litigation or proceeding or basis therefor, which could materially adversely affect the validity or priority of the liens and security interests granted, or intended to be granted, hereunder when executed, delivered, recorded and filed as required hereunder, or that could materially adversely affect the ability of Debtor to perform its obligations hereunder and under the other Loan Documents to which Debtor is a party, or which would constitute an Event of Default. 7. Each Subpartnership, Resorts The Company and Debtor have fully complied with all requirements imposed on them in connection with (a) the organization and formation of such Subpartnership or Resorts, as applicablethe Company and the Partnerships, and (b) the sale, distribution and offer of partnership interests in such Subpartnership and membership interests in Resortsthe Company and the Partnerships.