Common use of Representations and Warranties of the Collateral Agent Clause in Contracts

Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to, and covenants with, the Trust, the Servicer, the Indenture Trustee and the Note Purchaser that, on the date hereof: (a) The Collateral Agent is (i) a New York banking association duly organized, validly existing and in good standing under the laws of New York and (ii) duly qualified and in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to execute, deliver and comply with its obligations under the terms of this Agreement. (b) The Collateral Agent has all requisite right, power and authority to execute and deliver this Agreement and to perform all of its duties as the Collateral Agent hereunder. (c) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Collateral Agent, and neither the execution and delivery of this Agreement by the Collateral Agent in the manner contemplated herein nor the Collateral Agent's performance of and compliance with the terms hereof will violate, contravene or create a default under any charter document or bylaw of the Collateral Agent or any contract, agreement, or instrument to which the Collateral Agent or by which any of its property may be bound or result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its property. (d) Neither the execution and delivery of this Agreement by the Collateral Agent, not its performance of and compliance with its obligations and covenants hereunder, require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained. (e) This Agreement, and the original Trust Receipts issued hereunder, when executed and delivered by the Collateral Agent, will constitute valid, legal and binding obligations of the Collateral Agent, enforceable against the Collateral Agent in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law. (f) The Collateral Agent does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (g) There is no litigation pending or, to the best of the Collateral Agent's knowledge after due inquiry, threatened which, if determined adversely to the Collateral Agent, would adversely affect the execution, delivery or enforceability of this Agreement or any of the duties or obligations of the Collateral Agent hereunder. (h) The Collateral Agent is not an Affiliate of the Trust or the Servicer. (i) At all times the Collateral Agent shall be a corporation or association organized and doing business under the laws of the United States of America or of any State, shall be authorized under such laws to exercise corporate trust powers, subject to supervision or examination by the United States of America or any such State, and shall have (A) a short-term, unsecured debt rated at least A-1 by Xxxxx'x (or such lower rating as may be acceptable to the Trust and the Note Purchaser) and (y) a short-term deposit rating of at least A-1 from S&P (or such lower rating as may be acceptable to the Trust and the Note Purchaser). (j) The Collateral Agent shall at all times have a combined capital and surplus of at least $50,000,000 as set forth in its then most recent published annual report of condition. The Collateral Agent shall provide copies of such reports to the Trust and the Note Purchaser upon request.

Representations and Warranties of the Collateral Agent. The Collateral Agent hereby represents and warrants to, and covenants with, the Trust, to the Servicer, the Indenture Trustee Note Issuer, the Backup Servicer and the Note Purchaser thatNoteholder as of the Initial Closing Date, on the date hereoffollowing: (a) The Collateral Agent is (i) a New York national banking association duly organized, validly existing and in good standing under the laws of New York and (ii) duly qualified and in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to execute, deliver and comply with its obligations under the terms of this AgreementUnited States. (b) The Collateral Agent has all requisite right, power execution and authority to execute and deliver delivery of this Note Purchase Agreement and the other Transaction Documents to perform all of its duties as which the Collateral Agent hereunderis a party, and the performance and compliance with the terms of this Note Purchase Agreement and the other Transaction Documents to which the Collateral Agent is a party by the Collateral Agent, will not violate the Collateral Agent’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound. (c) The Except to the extent that the laws of certain jurisdictions in which any part of the Timeshare Loans Collateral may be located require that a co-collateral agent or separate collateral agent be appointed to act with respect to such property as contemplated herein, the Collateral Agent has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Note Purchase Agreement and the other Transaction Documents, has duly authorized the execution, delivery and performance of this Note Purchase Agreement have been duly authorized by all necessary corporate action on and the part of the Collateral Agentother Transaction Documents to which it is a party, and neither has duly executed and delivered this Note Purchase Agreement and the execution and delivery of this Agreement by the Collateral Agent in the manner contemplated herein nor the Collateral Agent's performance of and compliance with the terms hereof will violate, contravene or create a default under any charter document or bylaw of the Collateral Agent or any contract, agreement, or instrument other Transaction Documents to which the Collateral Agent or by which any of its property may be bound or result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertyit is a party. (d) Neither the This Note Purchase Agreement, assuming due authorization, execution and delivery of this Agreement by the Collateral Agentother parties hereto, not its performance of and compliance with its obligations and covenants hereunder, require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained. (e) This Agreement, and the original Trust Receipts issued hereunder, when executed and delivered by the Collateral Agent, will constitute valid, legal constitutes a valid and binding obligations obligation of the Collateral Agent, enforceable against the Collateral Agent in accordance with their respective termsthe terms hereof, except as subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement thereof may be limited by applicable debtor relief laws of creditors’ rights generally and that certain equitable remedies may not be available the rights of creditors of banks and (ii) general principles of equity, regardless of whether such enforcement is sought considered in a proceeding in equity or at law. (fe) The Collateral Agent does is not believein violation of, nor does and its execution and delivery of this Note Purchase Agreement and the other Transaction Documents to which it have is a party and its performance and compliance with the terms of this Note Purchase Agreement and the other Transaction Documents to which it is a party will not constitute a violation of, any reason law, any order or cause decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Collateral Agent’s good faith and reasonable judgment, is likely to believe, that affect materially and adversely the ability of the Collateral Agent to perform its obligations under any Transaction Document to which it cannot perform each and every covenant contained in this Agreementis a party. (gf) There No litigation is no litigation pending or, to the best of the Collateral Agent's knowledge after due inquiry’s knowledge, threatened whichagainst the Collateral Agent that, if determined adversely to the Collateral Agent, would prohibit the Collateral Agent from entering into any Transaction Document to which it is a party or, in the Collateral Agent’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Collateral Agent to perform its obligations under any Transaction Document to which it is a party. (g) Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery or enforceability of this Agreement or any of the duties or obligations of and performance by the Collateral Agent hereunder. (h) The Collateral Agent is not an Affiliate of the Trust or the Servicer. (i) At all times compliance by the Collateral Agent shall be with the Transaction Documents to which it is a corporation party or association organized and doing business under the laws consummation of the United States of America or of any State, shall be authorized under such laws to exercise corporate trust powers, subject to supervision or examination transactions contemplated by the United States of America or any such State, Transaction Documents has been obtained and shall have (A) a short-term, unsecured debt rated at least A-1 by Xxxxx'x (or such lower rating as may be acceptable to the Trust and the Note Purchaser) and (y) a short-term deposit rating of at least A-1 from S&P (or such lower rating as may be acceptable to the Trust and the Note Purchaser)is effective. (j) The Collateral Agent shall at all times have a combined capital and surplus of at least $50,000,000 as set forth in its then most recent published annual report of condition. The Collateral Agent shall provide copies of such reports to the Trust and the Note Purchaser upon request.

Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to, and covenants with, the Trust, the Servicer, the Indenture Trustee and the Note Purchaser that, on the date hereof: (a) The Collateral Agent is (i) a New York banking association corporation duly organized, validly existing and in good standing under the laws of New York and (ii) duly qualified and in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to execute, deliver and comply with its obligations under the terms of this Agreement. (b) The Collateral Agent has all requisite right, power and authority to execute and deliver this Agreement and to perform all of its duties as the Collateral Agent hereunder. (c) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Collateral Agent, and neither the execution and delivery of this Agreement by the Collateral Agent in the manner contemplated herein nor the Collateral Agent's performance of and compliance with the terms hereof will violate, contravene or create a default under any charter document or bylaw of the Collateral Agent or any material contract, agreement, or instrument to which the Collateral Agent or by which any of its property may be bound or result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertybound. (d) Neither the execution and delivery of this Agreement by the Collateral Agent, not nor its performance of and compliance with its obligations and covenants hereunder, require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained. (e) This Agreement, and the original Trust Receipts issued hereunder, when executed and delivered by the Collateral Agent, will constitute valid, legal and binding obligations of the Collateral Agent, enforceable against the Collateral Agent in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law. (f) The Collateral Agent does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (g) There is no litigation pending or, to the best of the Collateral Agent's knowledge after due inquiry, threatened which, if determined adversely to the Collateral Agent, would adversely affect the execution, delivery or enforceability of this Agreement or any of the material duties or obligations of the Collateral Agent hereunder. (h) The Collateral Agent is not an Affiliate of the Trust or the Servicer. (i) At all times the Collateral Agent shall be a corporation or association organized and doing business under the laws of the United States of America or of any State, shall be authorized under such laws to exercise corporate trust powers, subject to supervision or examination by the United States of America or any such State, and shall have (A) a short-term, unsecured debt rated at least A-1 P-1 by Xxxxx'x Moody's (or such lower rating as may be acceptable to the Trust and the Note txx Xxxx Purchaser) and (y) a short-term deposit rating of at least A-1 from S&P (or such lower rating as may be acceptable to the Trust and the Note Purchaser). (j) The Collateral Agent shall at all times have a combined capital and surplus of at least $50,000,000 as set forth in its then most recent published annual report of condition. The Collateral Agent shall provide copies of such reports to the Trust and the Note Purchaser upon request.

Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to, and covenants with, the Trust, the Servicer, the Indenture Trustee and the Note Purchaser that, on the date hereof: (a) The Collateral Agent is (i) a New York banking association corporation duly organized, validly existing and in good standing under the laws of New York and (ii) duly qualified and in good standing and in possession of all requisite authority, power, licenses, permits and franchises in order to execute, deliver and comply with its obligations under the terms of this Agreement. (b) The Collateral Agent has all requisite right, power and authority to execute and deliver this Agreement and to perform all of its duties as the Collateral Agent hereunder. (c) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Collateral Agent, and neither the execution and delivery of this Agreement by the Collateral Agent in the manner contemplated herein nor the Collateral Agent's performance of and compliance with the terms hereof will violate, contravene or create a default under any charter document or bylaw of the Collateral Agent or any material contract, agreement, or instrument to which the Collateral Agent or by which any of its property may be bound or result in the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its propertybound. (d) Neither the execution and delivery of this Agreement by the Collateral Agent, not nor its performance of and compliance with its obligations and covenants hereunder, require the consent or approval of any governmental authority or, if such consent or approval is required, it has been obtained. (e) This Agreement, and the original Trust Receipts issued hereunder, when executed and delivered by the Collateral Agent, will constitute valid, legal and binding obligations of the Collateral Agent, enforceable against the Collateral Agent in accordance with their respective terms, except as the enforcement thereof may be limited by applicable debtor relief laws and that certain equitable remedies may not be available regardless of whether enforcement is sought in equity or at law. (f) The Collateral Agent does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (g) There is no litigation pending or, to the best of the Collateral Agent's knowledge after due inquiry, threatened which, if determined adversely to the Collateral Agent, would adversely affect the execution, delivery or enforceability of this Agreement or any of the material duties or obligations of the Collateral Agent hereunder. (h) The Collateral Agent is not an Affiliate of the Trust or the Servicer. (i) At all times the Collateral Agent shall be a corporation or association organized and doing business under the laws of the United States of America or of any State, shall be authorized under such laws to exercise corporate trust powers, subject to supervision or examination by the United States of America or any such State, and shall have (A) a short-term, unsecured debt rated at least A-1 P-1 by Xxxxx'x (or such lower rating as may be acceptable to the Trust and the Note Purchaser) and (y) a short-term deposit rating of at least A-1 from S&P (or such lower rating as may be acceptable to the Trust and the Note Purchaser). (j) The Collateral Agent shall at all times have a combined capital and surplus of at least $50,000,000 as set forth in its then most recent published annual report of condition. The Collateral Agent shall provide copies of such reports to the Trust and the Note Purchaser upon request.

Representations and Warranties of the Collateral Agent. The Collateral Agent represents and warrants to, and covenants with, the Trust, the Servicer, the Indenture Trustee and the Note Purchaser that, on as of the date hereofhereof that: (a) The Collateral Agent It is (i) a New York national banking association duly organizedassociation, validly existing and in good standing under the laws of New York and United States of America; (iib) duly qualified and in good standing and in possession of all requisite authority, It has full power, licenses, permits authority and franchises in order legal right to execute, deliver and comply with its obligations under perform this Agreement, the terms Custodian Agreement, the Lockbox Agreement and the Receivables Financing Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. (b) The Collateral Agent has all requisite right, power and authority to execute and deliver this the Custodian Agreement, the Lockbox Agreement and to perform all of its duties as the Collateral Agent hereunder.Receivables Financing Agreement; (c) The execution, delivery and performance by it of this Agreement, the Custodian Agreement, the Lockbox Agreement have been duly authorized by all necessary corporate action on and the part Receivables Financing Agreement do not violate (i) any provision of the Collateral Agent, any law or regulation governing its banking and neither the execution and delivery of this Agreement by the Collateral Agent in the manner contemplated herein nor the Collateral Agent's performance of and compliance with the terms hereof will violate, contravene or create a default under any charter document or bylaw of the Collateral Agent trust powers or any contractorder, agreementwrit, judgment, or instrument decree of any court, arbitrator, or governmental authority applicable to which the Collateral Agent it or by which any of its property may be bound assets or result in the creation of (ii) any lien, security interest or other charge or encumbrance upon or with respect to any provision of its property.corporate charter or by-laws; (d) Neither the execution The execution, delivery and delivery performance by it of this Agreement, the Custodian Agreement, the Lockbox Agreement by and the Collateral Agent, Receivables Financing Agreement do not its performance of and compliance with its obligations and covenants hereunder, require the authorization, consent or approval of, the giving of notice to, the filing or registration with, or the taking of any other action in respect of, any governmental authority or, if such consent or approval is required, it has been obtained.agency regulating its banking and corporate trust activities; and (e) This Agreement, the Custodian Agreement, the Lockbox Agreement and the original Trust Receipts issued hereunder, when Receivables Financing Agreement have been duly executed and delivered by the Collateral Agentit and each constitutes its legal, will constitute valid, legal valid and binding obligations of the Collateral Agentagreement, enforceable against the Collateral Agent in accordance with their respective its terms, except as the enforcement thereof enforceability may be limited by applicable debtor relief bankruptcy, insolvency reorganization or other similar laws affecting the enforcement of creditors' rights generally and that certain equitable remedies may not be available regardless by general principles of whether enforcement is sought in equity or at lawequity. (f) The Collateral Agent does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement. (g) There is no litigation pending or, to the best of the Collateral Agent's knowledge after due inquiry, threatened which, if determined adversely to the Collateral Agent, would adversely affect the execution, delivery or enforceability of this Agreement or any of the duties or obligations of the Collateral Agent hereunder. (h) The Collateral Agent is not an Affiliate of the Trust or the Servicer. (i) At all times the Collateral Agent shall be a corporation or association organized and doing business under the laws of the United States of America or of any State, shall be authorized under such laws to exercise corporate trust powers, subject to supervision or examination by the United States of America or any such State, and shall have (A) a short-term, unsecured debt rated at least A-1 by Xxxxx'x (or such lower rating as may be acceptable to the Trust and the Note Purchaser) and (y) a short-term deposit rating of at least A-1 from S&P (or such lower rating as may be acceptable to the Trust and the Note Purchaser). (j) The Collateral Agent shall at all times have a combined capital and surplus of at least $50,000,000 as set forth in its then most recent published annual report of condition. The Collateral Agent shall provide copies of such reports to the Trust and the Note Purchaser upon request.