Common use of Due Authorization and No Conflict Clause in Contracts

Due Authorization and No Conflict. The execution, delivery and performance by each of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB Subsidiaries of each of the Facility Documents to which it is a party, and the consummation by each such party of the transactions contemplated hereby and under each other Facility Document to which it is a party, has been duly authorized by the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB Subsidiaries, respectively, by all necessary corporate or partnership action, does not contravene (i) the Seller’s, WRDC’s, WVRI’s, FMB’s, SDI’s, Eastern Resorts’, BHV’s or the VB Subsidiaries’ charter or by-laws or partnership agreement, (ii) any law, rule or regulation applicable to the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on any of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV, the VB Subsidiaries or their properties (except where such contravention would not have a Material Adverse Effect with respect to such Persons or properties), and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the Facility Documents to which the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect to which the Seller is a party in interest or disqualified person.

Due Authorization and No Conflict. The execution, delivery and performance by each of the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI and the VB Subsidiaries of each of the Facility Documents to which it is a party, and the consummation by each such party of the transactions contemplated hereby and under each other Facility Document to which it is a party, has been duly authorized by the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI and the VB Subsidiaries, respectively, by all necessary corporate or partnership action, does not contravene (i) the Seller’s, WRDC’s, WVRIFRI’s, FMB’s, SDI’s, Eastern Resorts’, BHV’s or the VB Subsidiaries’ charter or by-laws or partnership agreement, (ii) any law, rule or regulation applicable to the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI or the VB Subsidiaries, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on any of the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI or the VB Subsidiaries or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV, the VB Subsidiaries or their properties (except where such contravention would not have a Material Adverse Effect with respect to such Persons or properties), and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the Facility Documents to which the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI or the VB Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI or the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect to which the Seller is a party in interest or disqualified person.

Due Authorization and No Conflict. The execution, delivery and performance by each it of the Sellerthis Agreement, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB Subsidiaries of each of the Facility Documents all instruments and documents to which it is a partyparty and to be delivered hereunder by it, and the consummation by each such party of the transactions contemplated hereby and under each other Facility Document to which it is a partythereby, has (i) are within its powers or corporate powers (as the case may be), have been duly authorized by the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB Subsidiaries, respectively, by all necessary action or corporate action (as the case may be), including the consent of shareholders or partnership actionmembers where required, does and do not (A) contravene (i) the Seller’sits charter, WRDC’s, WVRI’s, FMB’s, SDI’s, Eastern Resorts’, BHV’s or the VB Subsidiaries’ charter or by-laws or partnership agreementother organizational documents, (iiB) violate any law, rule law or regulation applicable (including, without limitation, Regulations G, T, U or X) or any order or decree of any court or governmental instrumentality the effect of which would be to the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiariescause a Material Adverse Change, (iiiC) conflict with or result in the breach of, or constitute a default under, any contractual restriction contained in any material indenture, loan mortgage or credit agreement, deed of trust enforceable against it or any lease, mortgage, deed of trust, security agreement, bond, note, agreement or other material agreement or instrument binding on any of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV, the VB it or any of its Subsidiaries or their any of its properties (except where such contravention which conflict, breach or default would not have or could reasonably be expected to have a Material Adverse Effect with respect to such Persons material adverse effect on the rights of any of the Secured Parties under the Transaction Documents or properties), and do not (D) result in (except as provided in the Facility Documents) or require the creation or imposition of any Lien upon or with respect any of its property, including without limitation pursuant to any of their properties; agreement or instrument referred to in clause (C) above, EXCEPT as created or imposed hereunder or under the Security Agreement, and no transaction contemplated hereby requires compliance on its part with any bulk sales act or similar law, and (ii) do not require the consent, authorization by, approval of, notice to or filing or registration with, any governmental body, agency, authority, regulatory body or any other Person other than those which have been obtained. Each of This Agreement and the Facility other Transaction Documents to which the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries it is a party have been duly validly executed and delivered on behalf of by it and this Agreement and the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect other Transaction Documents to which the Seller it is a party constitute its legal, valid and binding obligation, enforceable against it in interest accordance with its terms subject to general principles of equity and subject to bankruptcy, insolvency, reorganization, moratorium and similar laws now or disqualified personhereafter in effect relating to creditors' rights generally.

Due Authorization and No Conflict. The execution, delivery and performance perforTnance by each it of the Sellerthis Agreement, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB Subsidiaries of each of the Facility Documents all instruments and documents to which it is a partyparty and to be delivered hereunder by it, and the consummation by each such party of the transactions contemplated hereby and under each other Facility Document to which it is a partythereby, has (i) are within its corporate powers, have been duly authorized by the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV and the VB Subsidiaries, respectively, by all necessary corporate or partnership action, does including the consent of stockholders and shareholders where required, and do not (A) contravene (i) the Seller’s, WRDC’s, WVRI’s, FMB’s, SDI’s, Eastern Resorts’, BHV’s or the VB Subsidiaries’ its charter or by-laws or partnership agreementlaws, (iiB) violate any law, rule law or regulation applicable (including, without limitation, Regulations G, T, U or X) or any order or decree of any court or governmental instrumentality the effect of which would be to the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiariescause a Material Adverse Change, (iiiC) conflict with or result in the breach of, or constitute a default under, any contractual restriction contained in any material indenture, loan mortgage or credit agreement, deed of trust enforceable against it or any lease, mortgage, deed of trust, security agreement, bond, note, agreement or other material agreement or instrument binding on any of the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV, the VB it or any of its Subsidiaries or their any of its properties (except where such contravention which conflict, breach or default would not have or could reasonably be expected to have a Material Adverse Effect with respect to such Persons material adverse effect on the rights of any of the Secured Parties under the Transaction Documents or properties), and do not (D) result in (except as provided in the Facility Documents) or require the creation or imposition of any Lien upon or with respect any of its property, including without limitation pursuant to any of their properties; agreement or instrument referred to in clause (C) above, EXCEPT as created or imposed hereunder or under the Security Agreement, and no transaction contemplated hereby requires compliance nn its part with any bulk sales act or similar law, and (ii) do not require the consent, authorization by, approval of, notice to or filing or registration with, any governmental body, agency, authority, regulatory body or any other Person other than those which have been obtained. Each of This Agreement arid the Facility other Transaction Documents to which the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries it is a party have been duly validly executed and delivered on behalf of by it and this Agreement and the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect other Transaction Documents to which the Seller it is a party constitute its legal, valid and binding obligation, enforceable against it in interest accordance with its terms subject to general principles of equity and subject to bankruptcy, insolvency, reorganization, moratorium and similar laws now or disqualified personhereafter in effect relating to creditors' rights generally.

Due Authorization and No Conflict. The execution, delivery and ----------------------------------- performance by each of the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV FMB and the VB Subsidiaries of each of the Facility Documents to which it is they are a party, and the consummation by each such party of the transactions contemplated hereby and under each other the Facility Document to which it is a party, has Documents have in all cases been duly authorized by the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV FMB and the VB Subsidiaries, respectively, Subsidiaries by all necessary corporate (or partnership in the case of the VB Partnerships, partnership) action, does do not contravene (i) the Seller’s's, WRDC’s, WVRI’sFCI's, FMB’s, SDI’s, Eastern Resorts’, BHV’s 's or the VB Subsidiaries’ ' charter or by-laws (or in the case of the VB Partnerships, partnership agreementagreements), (ii) any law, rule or regulation applicable to the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV FCI or FMB or the VB Subsidiaries, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on any of the or affecting Seller, WVRI, WRDCFCI, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries or their properties or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV, the VB Subsidiaries FMB or their properties (except where such contravention would not have a Material Adverse Effect with respect to such Persons or properties)Effect, and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV FMB or the VB Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV or FMB and the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect to which the Seller is a party in interest or disqualified person.

Due Authorization and No Conflict. The execution, delivery and performance by each of the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI and the VB Subsidiaries of each of the Facility Documents to which it is a party, and the consummation by each such party of the transactions contemplated hereby and under each other Facility Document to which it is a party, has been duly authorized by the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI and the VB Subsidiaries, respectively, by all necessary corporate or partnership action, does not contravene (i) the Seller’s, WRDC’s, WVRIFRI’s, FMB’s, SDI’s, Eastern Resorts’, BHV’s 's or the VB Subsidiaries’ charter or by-laws or partnership agreement, (ii) any law, rule or regulation applicable to the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI or the VB Subsidiaries, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on any of the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI or the VB Subsidiaries or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV, the VB Subsidiaries or their properties (except where such contravention would not have a Material Adverse Effect with respect to such Persons or properties), and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the Facility Documents to which the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI or the VB Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, WVRI, WRDCFRI, FMB, SDI, Eastern Resorts, BHV SDI or the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect to which the Seller is a party in interest or disqualified person.

Due Authorization and No Conflict. The execution, delivery and ---------------------------------- performance by each of the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV FMB and the VB Subsidiaries of each of the Facility Documents to which it is they are a party, and the consummation by each such party of the transactions contemplated hereby and under each other the Facility Document to which it is a party, has Documents have in all cases been duly authorized by the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV FMB and the VB Subsidiaries, respectively, Subsidiaries by all necessary corporate (or partnership in the case of the VB Partnerships, partnership) action, does do not contravene (i) the Seller’s's, WRDC’s, WVRI’sFCI's, FMB’s, SDI’s, Eastern Resorts’, BHV’s 's or the VB Subsidiaries’ ' charter or by-laws (or in the case of the VB Partnerships, partnership agreementagreements), (ii) any law, rule or regulation applicable to the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV FCI or FMB or the VB Subsidiaries, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on any of the or affecting Seller, WVRI, WRDCFCI, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries or their properties or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV, the VB Subsidiaries FMB or their properties (except where such contravention would not have a Material Adverse Effect with respect to such Persons or properties)Effect, and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV FMB or the VB Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV or FMB and the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect to which the Seller is a party in interest or disqualified person.

Due Authorization and No Conflict. The execution, delivery and ------------------------------------ performance by each of the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV FMB and the VB Subsidiaries of each of the Facility Documents to which it is they are a party, and the consummation by each such party of the transactions contemplated hereby and under each other the Facility Document to which it is a party, has Documents have in all cases been duly authorized by the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV FMB and the VB Subsidiaries, respectively, Subsidiaries by all necessary corporate (or partnership in the case of the VB Partnerships, partnership) action, does do not contravene (i) the Seller’s's, WRDC’s, WVRI’sFCI's, FMB’s, SDI’s, Eastern Resorts’, BHV’s 's or the VB Subsidiaries’ ' charter or by-laws (or in the case of the VB Partnerships, partnership agreementagreements), (ii) any law, rule or regulation applicable to the Seller, WVRI, WRDC, FMB, SDI, Eastern Resorts, BHV FCI or FMB or the VB Subsidiaries, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust, security agreement, bond, note, or other material agreement or instrument binding on any of the or affecting Seller, WVRI, WRDCFCI, FMB, SDI, Eastern Resorts, BHV or the VB Subsidiaries or their properties or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV, the VB Subsidiaries FMB or their properties (except where such contravention would not have a Material Adverse Effect with respect to such Persons or propertiesEffect), and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of their properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. Each of the other Facility Documents to which the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV FMB or the VB Subsidiaries is a party have been duly executed and delivered on behalf of the Seller, WVRIFCI, WRDC, FMB, SDI, Eastern Resorts, BHV or FMB and the VB Subsidiaries, as applicable. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Loans and Transferred Assets constitute assets of any Benefit Plan or Plan with respect to which the Seller is a party in interest or disqualified person.