Common use of General Conditions Precedent to All Advances Clause in Contracts

General Conditions Precedent to All Advances. Lender's obligation to fund any Advance is subject to and conditioned upon the additional terms and conditions set forth in the following subparagraphs being satisfied at the time of such Advance: (a) No material adverse change shall have occurred in the Time-Share Project, the Collateral, the business or financial condition of Borrower (since the date of the latest financial and operating statements given to Lender by or on behalf of Borrower), or the ability of Borrower to Perform the Obligations. (b) There shall have been no material, adverse change in the warranties and representations made in the Loan Documents by Borrower and/or any surety for the Performance of the Obligations. (c) Neither an Event of Default nor Incipient Default shall have occurred and be continuing. (d) The interest rate applicable to the Advance (before giving effect to any savings clause) will not exceed the maximum rate permitted by the Applicable Usury Law. (e) Borrower shall have paid to Lender the Loan Fee and any other applicable fees which are required to be paid at the time of the Advance. (f) To the extent that one or more of the Borrowers have requested that they be permitted to make payments directly to the applicable Title Insurers amounts which include, but are not necessarily limited to the premium payable with respect to the issuance of the Title Policies in connection with any prior disbursement of an Advance, Lender shall not be obligated to fund a subsequent Advance until Borrower has made such payment and Lender has received all Title Policies required hereunder. In the event that Borrower for any reason fails to make such payment to the Title Insurer, Lender shall be entitled to make such payment directly in order to cause the Title Policy to be issued, and the amount of any such payment shall constitute an Obligation hereunder.

General Conditions Precedent to All Advances. Lender's obligation to fund any Advance is subject to and conditioned upon the additional terms and conditions set forth in the following subparagraphs being satisfied at the time of such Advance: (a) No material adverse change shall have occurred in the Time-Share Project, the Collateral, the business or financial condition of Borrower or any Required Guarantor (since the date of the latest financial and operating statements given to Lender by or on behalf of BorrowerBorrower or any such Guarantor), or the ability of Borrower to Perform the Obligations. (b) There shall have been no material, adverse change in the warranties and representations made in the Receivables Loan Documents by Borrower Borrower, any Required Guarantor and/or any surety for the Performance of the Obligations. (c) Neither an Event of Default nor Incipient Default shall have occurred and be continuing. (d) The interest rate applicable to the Advance (before giving effect to any savings clause) will not exceed the maximum rate permitted by the Applicable Usury Law. (e) Borrower shall have paid to Lender the Receivables Loan Fee and any all other applicable fees which are required to be paid at the time of the Advance. (f) To the extent Lender is satisfied, in its discretion, that one or more Lender will incur no adverse foreign tax consequences as a result of the Borrowers have requested making of the Advance and the performance of its obligations under the Receivables Loan Documents. Lender shall be further satisfied, in its discretion, that they be permitted the principal and interest payments being made to make payments directly to the applicable Title Insurers amounts which include, but are not necessarily limited to the premium payable Lender with respect to the issuance of Receivables Loan and any other monies payable to Lender under the Title Policies in connection with any prior disbursement of an Advance, Lender shall Receivables Loan Documents will not be obligated subject to fund withholding or subject Lender to a subsequent Advance until Borrower has made such payment and Lender has received all Title Policies required hereunder. withholding requirement. (g) In the event that Borrower for any reason fails to make such payment to the Title Insurer, Lender shall be entitled to make such payment directly in order to cause Instrument against which the Title Policy Advance is to be issuedmade is from a United States resident, and such Instrument is held in one of the amount of any such payment shall constitute an Obligation hereunderTrusts. (h) The Pass-Through Certificates are "in registered form".

General Conditions Precedent to All Advances. Lender's obligation to -------------------------------------------- fund any Advance is subject to and conditioned upon the additional terms and conditions set forth in the following subparagraphs being satisfied at the time of such Advance: (a) No material adverse change shall have occurred in the Time-Share ProjectProjects, the Collateral, the business or financial condition of Borrower (since the date of the latest financial and operating statements given to Lender by or on behalf of BorrowerBorrower and after giving effect to those items disclosed on Schedule 5.1 attached hereto which, for purposes of applying this provision ------------ following the Effective Date, shall not consider any change or circumstance which took place or existed prior to the Effective Date and had been --- disclosed to Lender in writing on or before the Effective Date), or the ability of Borrower to Perform the Obligations. (b) There shall have been no material, adverse change in the warranties and representations made in the Loan Documents by Borrower and/or any surety for the Performance of the Obligations. (c) Neither an Event of Default nor Incipient Default shall have occurred and be continuing. (d) The interest rate applicable to the Advance (before giving effect to any savings clause) will not exceed the maximum rate permitted by the Applicable Usury Law. (e) Borrower shall have paid to Lender the Loan Fee and any other applicable fees which are required to be paid at the time of the Advance. (f) To the extent that one or more of the Borrowers have requested that they be permitted to make payments directly to the applicable Title Insurers amounts which include, but are not necessarily limited to the premium payable with respect to the issuance of the Title Policies in connection with any prior disbursement of an Advance, Lender shall not be obligated to fund a subsequent Advance until Borrower has made such payment and Lender has received all Title Policies required hereunder. In the event that Borrower for any reason fails to make such payment to the Title Insurer, Lender shall be entitled to make such payment directly in order to cause the Title Policy to be issued, and the amount of any such payment shall constitute an Obligation hereunder.

General Conditions Precedent to All Advances. Lender's obligation to fund any Advance is subject to and conditioned upon the additional terms and conditions set forth in the following subparagraphs being satisfied at the time of such Advance: (a) No material adverse change shall have occurred in the Time-Share Project, the Collateral, the business or financial condition of Borrower or any Required Guarantor (since the date of the latest financial and operating statements given to Lender by or on behalf of BorrowerBorrower or any such Guarantor), or the ability of Borrower to Perform the Obligations. (b) There shall have been no material, adverse change in the warranties and representations made in the Loan Documents by Borrower Borrower, any Required Guarantor and/or any surety for the Performance of the Obligations. (c) Neither an Event of Default nor Incipient Default shall have occurred and be continuing. (d) The interest rate applicable to the Advance (before giving effect to any savings clause) will not exceed the maximum rate permitted by the Applicable Usury Law. (e) Subject to the conditions for payment of the Receivables Loan Fee set forth at Section S.3(y) of the Schedule, Borrower shall have paid to Lender the Receivables Loan Fee, the Inventory Loan Fee and any all other applicable fees which are required to be paid at the time of the Advance. (f) To the extent Lender is satisfied, in its discretion, that one or more Lender will incur no adverse foreign tax consequences as a result of the Borrowers have requested making of the Advance and the performance of its obligations under the Loan Documents. Lender shall be further satisfied, in its discretion, that they be permitted the principal and interest payments being made to make payments directly to the applicable Title Insurers amounts which include, but are not necessarily limited to the premium payable Lender with respect to the issuance Receivables Loan, the Inventory Loan and any other monies payable to Lender under the Loan Documents will not be subject to withholding or subject Lender to a withholding requirement except for that certain withholding tax, currently in the amount of four and nine-tenths percent (4.9%), payable to the Government of the Title Policies in connection United Mexican States with any prior disbursement respect to each payment of an Advanceinterest made by Borrower to Lender under the loans and with respect to the payment of the Receivables Loan Fee, the Inventory Loan Fee, the Custodial Fee, the Availability Fee and the prepayment premiums made by Borrower to Lender shall not be obligated under the loans (which withholding tax is the Borrower's responsibility pursuant to fund a subsequent Advance until Borrower has made such payment and Lender has received all Title Policies required hereunder. paragraph 6.1(g) hereof). (g) In the event that Borrower for any reason fails to make such payment to the Title Insurer, Lender shall be entitled to make such payment directly in order to cause Instrument against which the Title Policy Advance of the Receivables Loan is to be issuedmade is from a United States resident, and such Instrument is held in one of the amount of any such payment shall constitute an Obligation hereunderReceivables Trusts. (h) The Pass-Through Certificates are "in registered form".