Common use of Title to and Condition of Assets and Property Clause in Contracts

Title to and Condition of Assets and Property. (a) As of the date hereof, Schedule 3.6 (a) hereto sets forth (i) a list of each of the condominium or timesharing resorts, properties under development and undeveloped real property holdings or interests therein (collectively, the "Resorts") in which ERC, the LLC or any Subsidiary directly or indirectly owns real property, (ii) a description of all real property which comprises the Resorts (the "Real Property" or "Real Properties") (which description includes a description of all land comprising the Resorts (the "Land"), a description of all condominium, undivided interests and other dwelling units which have been constructed on the Land (the "Dwelling Units"), including all Dwelling Units which have been dedicated to timeshare regimes and which have not been dedicated to timeshare regimes, as well as a list of all timeshare interests therein which have not been sold and which are owned by ERC, the LLC and/or the Subsidiaries as of five business days prior to the date hereof (the "Unsold Inventory") and (iii) a list of all material real property leases, material easements, material licenses or similar material possessory agreements pursuant to which ERC, the LLC and/or any Subsidiary uses or occupies real property (the "Leases"), true, correct and complete (in all material respects) copies of which have been delivered to Purchaser. As of the date hereof, except as set forth on Schedule 3.6(a) hereto, neither ERC nor the LLC or any Subsidiary owns any interest in any real property or any leasehold interest therein and has not entered into any agreements to acquire additional Real Property ("Purchase and Option Agreements"). ERC, the LLC and/or the Subsidiaries have good title to all Real Property, including Unsold Inventory, and good title to all other assets reflected in the Financial Statements or currently owned and used in the operation of their businesses, and such Real Property and other assets are free and clear of all material liens (except for liens for Taxes that are (i) not yet due and payable or (ii) being contested in good faith by proper proceedings, and in each case as to which appropriate reserves are being maintained), claims, charges, security interests, purchase options, or other material encumbrances, except for the "Encumbrances" described on Schedule 3.6(a) hereto or set forth on the title policies (other than general exceptions) listed on Schedule 3.6(a) hereto attached hereto (which liens, claims, charges, security interests, purchase options, or other encumbrances set forth on such title policies (other than general exceptions) or listed on Schedule 3.6(a) hereto, together with Interval Sales or the creation of interval ownership or condominium regimes in each case in the ordinary course of business since the date hereof) are collectively referred to herein as the "Permitted Exceptions" and such title policies are referred to herein as the "Title Policies"). (b) Except as set forth on Schedule 3.6(b) hereto, neither ERC, the LLC nor any of the Subsidiaries has any patents, copyrights, trade names, trademarks, service marks, other such names or marks or applications therefor. There are no pending, nor to the knowledge of ERC, threatened claims of infringement upon the rights to any intellectual property referred to on Schedule 3.6(b) hereto of others or, except as set forth on Schedule 3.11 hereto, any agreements or undertakings with respect to any such rights. (c) Except as noted on Schedule 3.6(c) hereto, with respect to the Leases and the Purchase and Option Agreements, there is no material breach or event of default on the part of ERC, the LLC or any Subsidiary which would have an ERC Material Adverse Effect. The Leases and the Purchase and Option Agreements are in full force an effect and, to the knowledge of ERC, are valid and enforceable against the parties thereto in accordance with their terms (subject to bankruptcy, insolvency and other similar laws or equitable principles relating to, affecting or qualifying the rights of creditors generally) and all rental and other payments currently due under each of the Leases and all option and other payments currently due under each of the Purchase and Option Agreements have been duly paid or are outstanding for fewer than 30 days. (d) There is no pending or, to the knowledge of ERC, threatened condemnation, eminent domain or similar proceeding with respect to any Real Property. (e) ERC, the LLC and the Subsidiaries have not granted any outstanding options or rights of first refusal to purchase or lease any of the Real Property, or any portion thereof or interest therein, except as noted in Schedule 3.6(e) hereto. (f) Prior to Closing, no portion of the Real Property or any interest of ERC, the LLC or any Subsidiary therein shall be further (after the date hereof) alienated, encumbered, conveyed or otherwise transferred except for sales and financing of Intervals in the ordinary course of business and borrowings on currently existing construction loans. Except as set forth on Schedule 3.6(a) hereto, there are no agreements (whether or oral or written) to sell, convey or transfer any Intervals, except sales and financing of Intervals in the ordinary course of business (i.e., for a price and upon terms which are in the ordinary course of business of ERC, the LLC and any Subsidiary). (g) ERC has made available to Purchaser true and complete copies of each deed for each parcel of Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other title documents and other documents relating to or otherwise affecting the Real Property in the possession of ERC, the operations of ERC, the LLC or any Subsidiary thereon or any other uses thereof. ERC, the LLC or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and to the knowledge of ERC there are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which they are currently being used. (h) With respect to each of the Leases: (i) except as otherwise disclosed in Schedule 3.6(h), with respect to each such lease or sublease: (A) none of ERC, the LLC nor any Subsidiary has received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except as set forth therein, (B) none of ERC, the LLC nor any Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured, and (C) none of ERC, the LLC nor any Subsidiary has assigned or sublet all or any portion of its interest under such Leases, except in connection with a collateral assignment thereof; and (ii) none of ERC, the LLC, any Subsidiary nor (to the knowledge of ERC) any other party to such lease or sublease, is in breach or default in any material respect, and, to the knowledge of ERC, no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease. (i) All the Real Property is occupied under a current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy.

Title to and Condition of Assets and Property. (a) As of the date hereof, Schedule 3.6 (a) hereto sets forth (i) a list of each of the condominium or timesharing resorts, properties under development Seller has good and undeveloped real property holdings or interests therein (collectively, the "Resorts") in which ERC, the LLC or any Subsidiary directly or indirectly owns real property, (ii) a description of all real property which comprises the Resorts (the "Real Property" or "Real Properties") (which description includes a description of all land comprising the Resorts (the "Land"), a description of all condominium, undivided interests and other dwelling units which have been constructed on the Land (the "Dwelling Units"), including all Dwelling Units which have been dedicated to timeshare regimes and which have not been dedicated to timeshare regimes, as well as a list of all timeshare interests therein which have not been sold and which are owned by ERC, the LLC and/or the Subsidiaries as of five business days prior to the date hereof (the "Unsold Inventory") and (iii) a list of all material real property leases, material easements, material licenses or similar material possessory agreements pursuant to which ERC, the LLC and/or any Subsidiary uses or occupies real property (the "Leases"), true, correct and complete (in all material respects) copies of which have been delivered to Purchaser. As of the date hereof, except as set forth on Schedule 3.6(a) hereto, neither ERC nor the LLC or any Subsidiary owns any interest in any real property or any leasehold interest therein and has not entered into any agreements to acquire additional Real Property ("Purchase and Option Agreements"). ERC, the LLC and/or the Subsidiaries have good indefeasible title to all Real Property, including Unsold Inventory, and good title to all other assets reflected in the Financial Statements or currently owned and used in the operation of their businesses, Assets and such Real Property and other assets Assets are free and clear of all material liens (except for liens for Taxes that are (i) not yet due and payable or (ii) being contested in good faith by proper proceedings, and in each case as to which appropriate reserves are being maintained), claims, charges, security interests, purchase options, or other material encumbrancesLiens, except for the "Permitted Encumbrances" described on Schedule 3.6(a) hereto . The Assets constitute all assets and properties that are currently being utilized in the Business and that are necessary in the conduct of the Business as presently being conducted. Seller has not sold, transferred, leased, distributed or set forth on otherwise disposed of any of the title policies (other than general exceptions) listed on Schedule 3.6(a) hereto attached hereto (which liens, claims, charges, security interests, purchase optionsAssets, or other encumbrances set forth on such title policies (other than general exceptions) or listed on Schedule 3.6(a) heretoagreed to do so, together with Interval Sales or the creation except for sales of interval ownership or condominium regimes in each case inventory in the ordinary course of business since consistent with past practices. Upon consummation of the date hereof) are collectively referred to herein as Transactions, Purchaser will own the "Assets free and clear of all Liens except for Permitted Exceptions" and such title policies are referred to herein as the "Title Policies")Encumbrances. (b) The Assets which are equipment described in Schedule 2.1(b) (i) are in good operating condition and repair, subject to ordinary wear and tear, (ii) are fit in all material respects for the purposes for which they are being used and are capable of being used in the Business as presently being conducted without present need for any material repair or replacement except in the ordinary course of the Business, (iii) conform in all material respects with all Applicable Laws, (iv) have been fitted and equipped with all necessary or proper guards, shields, cutoffs and other sxxxxx xevices and such devices are in good operating condition and repair, subject ordinary wear and tear, and (v) in the aggregate provide capacity that is consistent with prior capacity needs and can enable Purchaser to engage in commercial operation of the Business on a continuous basis (subject to normal maintenance and repair outages in the ordinary course). Except as set forth on Schedule 3.6(b) hereto3.7(b)hereto, neither ERCno material item of maintenance, the LLC nor any replacement or repair has been deferred or neglected. All of the Subsidiaries has any patentsAssets (subject to normal maintenance, copyrights, trade names, trademarks, service marks, other such names replacement or marks or applications therefor. There repair outages in the ordinary course of Business) have been and are no pending, nor now producing merchantable Products and are adequate and sufficient for all material operations conducted by the Business in substantially the same manner as currently conducted prior to the knowledge of ERC, threatened claims of infringement upon the rights to any intellectual property referred to on Schedule 3.6(b) hereto of others or, except as set forth on Schedule 3.11 hereto, any agreements or undertakings with respect to any such rightsClosing. (c) Except as noted set forth in Schedule 3.7(c), no Hazardous Material exists in any structure located on, or existing on Schedule 3.6(c) heretoor under the surface of, with respect any real property owned, leased or otherwise used by the Seller, any predecessor or successor to the Leases and Seller or Affiliate of the Purchase and Option AgreementsSeller in the Business. To Seller's Knowledge, Seller has not ever been in material violation of any Environmental Law. Except as set fort in Schedule 3.7(c), there has not been any environmental assessments or audits of the Seller or any of its Assets. There is no material breach Proceeding pending or event of default on the part of ERC, the LLC or any Subsidiary which would have an ERC Material Adverse Effect. The Leases and the Purchase and Option Agreements are in full force an effect and, Threatened against Seller relating to the knowledge environment nor is there a basis for the assertion against Seller of ERCany such Proceeding. Except as set forth in the Schedule 3.7(c), are valid and enforceable against neither Seller nor Owner has received notice of, nor does either of them know of, any past, present or future events, conditions, facts, circumstances, activities, practices, incidents, actions or plans which relate to the parties thereto in accordance with their terms (subject to bankruptcyownership, insolvency and other similar laws use, operation, lease or equitable principles relating to, affecting occupancy of any Asset or qualifying the rights of creditors generally) and all rental and other payments currently due under each operation of the Leases and all option and other payments currently due under each Business, that may interfere with or prevent compliance or continued compliance or that might constitute a violation of the Purchase and Option Agreements have been duly paid or are outstanding for fewer than 30 daysany Environmental Law. (d) There is no pending or, to None of Seller's Excluded Assets will be needed in the knowledge of ERC, threatened condemnation, eminent domain or similar proceeding with respect to any Real Property. (e) ERC, the LLC and the Subsidiaries have not granted any outstanding options or rights of first refusal to purchase or lease any continuing operation of the Real Property, or any portion thereof or interest therein, except as noted in Schedule 3.6(e) heretoBusiness following the Closing Date. (f) Prior to Closing, no portion of the Real Property or any interest of ERC, the LLC or any Subsidiary therein shall be further (after the date hereof) alienated, encumbered, conveyed or otherwise transferred except for sales and financing of Intervals in the ordinary course of business and borrowings on currently existing construction loans. Except as set forth on Schedule 3.6(a) hereto, there are no agreements (whether or oral or written) to sell, convey or transfer any Intervals, except sales and financing of Intervals in the ordinary course of business (i.e., for a price and upon terms which are in the ordinary course of business of ERC, the LLC and any Subsidiary). (g) ERC has made available to Purchaser true and complete copies of each deed for each parcel of Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other title documents and other documents relating to or otherwise affecting the Real Property in the possession of ERC, the operations of ERC, the LLC or any Subsidiary thereon or any other uses thereof. ERC, the LLC or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and to the knowledge of ERC there are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which they are currently being used. (h) With respect to each of the Leases: (i) except as otherwise disclosed in Schedule 3.6(h), with respect to each such lease or sublease: (A) none of ERC, the LLC nor any Subsidiary has received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except as set forth therein, (B) none of ERC, the LLC nor any Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured, and (C) none of ERC, the LLC nor any Subsidiary has assigned or sublet all or any portion of its interest under such Leases, except in connection with a collateral assignment thereof; and (ii) none of ERC, the LLC, any Subsidiary nor (to the knowledge of ERC) any other party to such lease or sublease, is in breach or default in any material respect, and, to the knowledge of ERC, no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease. (i) All the Real Property is occupied under a current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy.

Title to and Condition of Assets and Property. (a) As Except for assets sold in the ordinary course of business consistent with prior practice since the date of the date hereofBalance Sheet, Schedule 3.6 the assets currently held by ATC (athe "Assets") hereto sets are all of the assets (whether real, personal, tangible or intangible), privileges, rights, interests and properties of ATC, that were used in, or intended for use in, or that are necessary for the continued conduct of the Business (including, without limitation, all personal property reflected on the Balance Sheet). Except as specifically set forth herein, ATC has good and marketable title (in fee simple) to all Assets and such Assets are free and clear of all Liens, except for the Permitted Encumbrances. All material tangible Assets (i) a list of each of the condominium or timesharing resortsare currently in good operating condition and repair, properties under development ordinary wear and undeveloped real property holdings or interests therein (collectively, the "Resorts") in which ERC, the LLC or any Subsidiary directly or indirectly owns real propertytear excepted, (ii) are suitable for the use to which the same are customarily put, (iii) are free from defects other than minor defects that do not interfere with or detract from the use or value thereof, (iv) are merchantable and not obsolete, (v) are of a quality and quantity presently usable in the ordinary course of the operation of the Business, (vi) conform in all material respects with all applicable legal requirements, and (vii) have been maintained in accordance with the highest of industry practice. All of the material fixed assets reflected in the Balance Sheet are stated at cost less aggregate allowances for depreciation and amortization, which have been provided for based upon the estimated useful lives of the assets currently used in the operation of the Business. (c) Set forth in the exhibit attached is a true and complete description of all real and personal property which comprises the Resorts (the "Real Property" currently leased or "Real Properties") (which description includes a description of all land comprising the Resorts (the "Land"), a description of all condominium, undivided interests and other dwelling units which have been constructed on the Land (the "Dwelling Units"), including all Dwelling Units which have been dedicated to timeshare regimes and which have otherwise occupied or used but not been dedicated to timeshare regimes, as well as a list of all timeshare interests therein which have not been sold and which are owned by ERC, the LLC and/or the Subsidiaries as of five business days prior to the date hereof (the "Unsold Inventory") and (iii) a list of all material real property leases, material easements, material licenses or similar material possessory agreements pursuant to which ERC, the LLC and/or any Subsidiary uses or occupies real property (the "Leases")ATC, true, correct and complete (in all material respects) copies of which leases and other agreements, including all amendments and modifications thereto have been delivered provided to Purchaser. As of Purchaser (collectively, the date hereof, except as set forth on Schedule 3.6(a) hereto, neither ERC nor the LLC or any Subsidiary owns any interest in any real property or any leasehold interest therein and has not entered into any agreements to acquire additional Real Property ("Purchase and Option AgreementsLeases"). ERC, the LLC and/or the Subsidiaries have good title to all Real Property, including Unsold Inventory, and good title to all other assets reflected in the Financial Statements or currently owned and used in the operation of their businesses, and such Real Property and other assets are free and clear of all material liens (except for liens for Taxes that are (i) not yet due and payable or (ii) being contested in good faith by proper proceedings, and in each case as to which appropriate reserves are being maintained), claims, charges, security interests, purchase options, or other material encumbrances, except for the "Encumbrances" described on Schedule 3.6(a) hereto or set forth on the title policies (other than general exceptions) listed on Schedule 3.6(a) hereto attached hereto (which liens, claims, charges, security interests, purchase options, or other encumbrances set forth on such title policies (other than general exceptions) or listed on Schedule 3.6(a) hereto, together with Interval Sales or the creation of interval ownership or condominium regimes in each case in the ordinary course of business since the date hereof) are collectively referred to herein as the "Permitted Exceptions" and such title policies are referred to herein as the "Title Policies"). (b) Except as set forth on Schedule 3.6(b) hereto, neither ERC, the LLC nor any Each of the Subsidiaries has any patents, copyrights, trade names, trademarks, service marks, other such names or marks or applications therefor. There are no pending, nor to the knowledge of ERC, threatened claims of infringement upon the rights to any intellectual property referred to on Schedule 3.6(b) hereto of others or, except as set forth on Schedule 3.11 hereto, any agreements or undertakings with respect to any such rights. (c) Except as noted on Schedule 3.6(c) hereto, with respect to the Leases and the Purchase and Option Agreements, there is no material breach or event of default on the part of ERC, the LLC or any Subsidiary which would have an ERC Material Adverse Effect. The Leases and the Purchase and Option Agreements are in full force an effect and, to the knowledge of ERC, are a valid and enforceable against binding obligation of the parties thereto in accordance with their terms (subject to bankruptcy, insolvency and other similar laws neither ATC nor the lessor thereunder has been or equitable principles relating to, affecting or qualifying the rights of creditors generally) and all rental and other payments currently due under each of the Leases and all option and other payments currently due under each of the Purchase and Option Agreements have been duly paid or are outstanding for fewer than 30 days. (d) There is no pending or, to the knowledge of ERC, threatened condemnation, eminent domain or similar proceeding with respect to any Real Property. (e) ERC, the LLC and the Subsidiaries have not granted any outstanding options or rights of first refusal to purchase or lease any of the Real Property, or any portion thereof or interest therein, except as noted in Schedule 3.6(e) hereto. (f) Prior to Closing, no portion of the Real Property or any interest of ERC, the LLC or any Subsidiary therein shall be further (after the date hereof) alienated, encumbered, conveyed or otherwise transferred except for sales and financing of Intervals in the ordinary course of business and borrowings on currently existing construction loans. Except as set forth on Schedule 3.6(a) hereto, there are no agreements (whether or oral or written) to sell, convey or transfer any Intervals, except sales and financing of Intervals in the ordinary course of business (i.e., for a price and upon terms which are in the ordinary course of business of ERC, the LLC and any Subsidiary). (g) ERC has made available to Purchaser true and complete copies of each deed for each parcel of Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other title documents and other documents relating to or otherwise affecting the Real Property in the possession of ERC, the operations of ERC, the LLC or any Subsidiary thereon or any other uses thereof. ERC, the LLC or a Subsidiary, as the case may be, is in peaceful and undisturbed possession of each parcel of Real Property and to the knowledge of ERC there are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which they are currently being used. (h) With respect to each of the Leases: (i) except as otherwise disclosed in Schedule 3.6(h)default thereunder, with respect to each such lease or sublease: (A) none of ERC, the LLC nor any Subsidiary has received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except as set forth therein, (B) none of ERC, the LLC nor any Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured, and (C) none of ERC, the LLC nor any Subsidiary has assigned or sublet all or any portion of its interest under such Leases, except in connection with a collateral assignment thereof; and (ii) none of ERC, the LLC, any Subsidiary nor (to the knowledge of ERC) any other party to such lease or sublease, is in breach or default in any material respect, and, to the knowledge of ERC, no event has occurred that, condition exists that with notice or lapse of time or both would constitute a default under any such Lease. ATC enjoys peaceful and undisturbed possession under all such Leases to which it is a breach or default or permit termination, modification or acceleration party. None of the rights of ATC under such lease or subleaseany Lease will be impaired by the consummation of the Transactions. (id) All Set forth in the Real Property exhibit attached is occupied under a current certificate true and correct list of occupancy the names of each bank, savings and loan or similar permit, the transactions contemplated by this Agreement will not require the issuance other financial institution in which ATC has an account of any new kind or amended certificate nature whatsoever, including checking accounts, cash contribution accounts, safe deposit boxes and lock-box arrangements (each a "Bank Account"), together with a list of occupancyaccount numbers and the names of all Persons authorized to draw thereon or to have access thereto. ATC does not maintain a Bank Account other than as set forth below.

Title to and Condition of Assets and Property. (a) As of the date hereof, Schedule Exhibit 3.6 (a) attached hereto sets forth a (iI) a list of each of the condominium or timesharing -------------- resorts, properties under development and undeveloped real property holdings or interests therein (collectively, the "ResortsRESORTS") in which ERC, PRG and the LLC Subsidiaries or any Subsidiary directly or certain affiliated entities (such affiliated entities being described on Exhibit 3.1(d) and referred to herein as the "RELATED PARTIES") -------------- indirectly owns own real property, (ii) a legal description of all real property which comprises the Resorts (the "Real PropertyREAL PROPERTY" or "Real PropertiesREAL PROPERTIES") (which description includes a legal description of all land comprising the Resorts (the "LandLAND"), a legal description of all condominium, undivided interests interest and other dwelling units which have been constructed on the Land (the "Dwelling UnitsDWELLING UNITS"), including all Dwelling Units which have been dedicated to timeshare regimes (the "DEDICATED UNITS") and which have not been dedicated to timeshare regimesregimes (the "UNDEDICATED UNITS"), as well as a list of all timeshare interests therein (the "INTERVALS") which have been sold (the "SOLD INVENTORY") and which have not been sold and which are owned by ERCPRG, the LLC Subsidiaries and/or the Subsidiaries as of five business days prior to the date hereof Related Parties (the "Unsold InventoryUNSOLD INVENTORY") and ), (iii) a list of all material real property leases, material easements, material licenses or similar material possessory agreements pursuant to which ERCPRG, the LLC and/or any Subsidiary uses or occupies real property and any Related (the "Leases"), true, correct and complete (in all material respectsa) copies of which have been delivered to Purchaser. As of the date hereof, except as set forth on Schedule 3.6(a) hereto, neither ERC nor the LLC or any Subsidiary owns any interest in any real property or any leasehold interest therein and has not entered into any agreements to acquire additional Real Property ("Purchase and Option Agreements"). ERC, the LLC and/or the Subsidiaries have good title to all Real Property, including Unsold Inventory, and good title to all other assets reflected in the Financial Statements or currently owned and used in the operation of their businesses, and such Real Property and other assets are free and clear of all material liens (except for liens for Taxes that are (i) not yet due and payable or (ii) being contested in good faith by proper proceedings, and in each case as to which appropriate reserves are being maintained), claims, charges, security interests, purchase options, or other material encumbrances, except for the "Encumbrances" described on Schedule 3.6(a) hereto or set forth on the title policies (other than general exceptions) listed on Schedule 3.6(a) hereto attached hereto (which liens, claims, charges, -------------- security interests, purchase options, or other encumbrances set forth on such title policies (other than general exceptions) Title Policies or listed on Schedule Exhibit 3.6(a) hereto), together with Interval Sales Sales, -------------- easements or security interests of lenders in connection with borrowings permitted hereunder or the creation of interval ownership or condominium regimes in each case in the ordinary course of business since the date hereofof such policies) are collectively referred to herein as the "Permitted ExceptionsPERMITTED EXCEPTIONS" and such title policies are referred to herein as the "Title PoliciesTITLE POLICIES"). The ownership of all such assets as among PRG, the Subsidiaries and the Related Parties is as set forth on said Exhibit 3.6 (a) The Undedicated Units, the Unsold Inventory and -------------- the Sold Inventory owned by any Association, PRG, any Subsidiary or Related Party collectively comprise 100% of the Real Property which is used and/or occupied in the ownership and operation of the Resorts and, to the knowledge ch constitutes the Undedicated Units, the Unsold Inventory, and the Sold Inventory is needed or necessary for the ownership and operation of the Resorts as currently owned and operated by PRG and the Subsidiaries. (b) Except as set forth on Schedule in Exhibit 3.6(b) ), attached hereto, neither ERC, the LLC PRG -------------- nor any of the Subsidiaries has any patents, copyrights, trade names, trademarks, service marks, other such names or marks or applications therefor. There are no pending, nor to the best knowledge of ERCPRG, threatened claims of infringement upon the rights to any intellectual property referred to on Schedule 3.6(b) hereto Exhibit ------- 3.6 of others or, except as set forth on Schedule in Exhibit 3.11 attached hereto, any --- ------------ agreements or undertakings with respect to any such rights. (c) Except as noted on Schedule Exhibit 3.6(c) hereto), with respect to the Leases and the -------------- Purchase and Option Agreements, to the best knowledge of PRG, there is no material breach or event of default on the part of ERCPRG, the LLC any Subsidiary, Related Party or any Subsidiary which other party thereto, and no event that, with the giving of notice or lapse of time or both, would have an ERC Material Adverse Effectconstitute such breach or event of default on the part of PRG, any Subsidiary, Related Party or any other party thereto, has occurred and is continuing. The Leases and the Purchase and Option Agreements are in full force an and effect and, and to the knowledge of ERCPRG, are valid and enforceable against the parties thereto in accordance with their terms (subject to bankruptcy, insolvency and other similar laws or equitable principles relating to, affecting or qualifying the rights of creditors generally) and all rental and other payments currently due under each of the Leases and all option and other payments currently due under each of the Purchase and Option Agreements have been duly paid in accordance with the terms thereof or are outstanding for fewer than 30 days. Except as noted on Exhibit 3.11, the ------------ consummation of the transactions contemplated hereby will not require the consent of any party to any Lease or Purchase and Option Agreement and will not terminate or allow any party to terminate any Lease or Purchase and Option Agreement. (d) Except as set forth on Exhibit 3.6(a) or Applicable Environmental and -------------- Health Laws, the existing buildings and improvements owned by PRG or any Subsidiary, and the operation and maintenance thereof as operated and maintained, do not (I) contravene any existing applicable zoning or building law or ordinance or other administrative regulation promulgated thereunder or (ii) violate any restrictive covenant or any law, including those related to working conditions and access in any material respect. All Dwelling Units are respectively furnished for the present use thereof with all improvements and furniture, fixtures and equipment therein in the operating condition required by the PRG, Subsidiary or Association contracts (ordinary wear and tear excepted). PRG further represents and warrants that factual assumptions underlying the opinion of Jones, Blechman, Xxxxx & Xxxxx, P.C. dated the date hereof, relating to the compliance by the Resorts with the Americans with Disabilities Act of 1990, are true and correct. (e) There is no pending or, to the best knowledge of ERCPRG, threatened condemnation, eminent domain or similar proceeding with respect to to, or that could affect, any Real PropertyProperty or leased property. (ef) ERCExcept as set forth on Exhibit 3.6(a) or in the Title Policies, the LLC -------------- Real Property owned by PRG or any Subsidiary (I) has direct access to public roads; and (ii) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel. PRG and the PRG Shareholders have received no notice of any condition which would result in the discontinuation of water, sewage, electric, telephone, drainage or other utilities or services to such Real Property which are necessary and required for the current use and operation thereof. Except as provided on Exhibit 3.6(a), all impact, tap, utility connection and similar fees -------------- have been completely and fully paid with respect to all buildings now located on Real Property owned or, to the extent required to be paid by the lessee, leased by PRG or any Subsidiary. (g) PRG, the Subsidiaries and the Related Parties have not granted any outstanding options or rights of first refusal to purchase or lease any of the Real Property, or any portion thereof or interest thereintherein except as noted in Exhibit 3.6(a). -------------- (h) Except as set forth in the Title Policies or in the following surveys: (I) "Physical Survey of Powhatan Plantation" dated April 18, 1997 prepared by Xxxxxxx and Associates, File No. 97129PLT.DWG (3-page survey), (ii) "A Survey for Conveyance to Signature, Inc." prepared by X.X. Xxxxxxx & Associates, Inc. dated March 28, 1997, File No. DWG.6920 (1-page survey), and (iii) "Greensprings Plantation Resort ALTA Survey" prepared by Xxxxxxxx Engineering, Inc. dated May 13, 1997, File No. 97131AS.DWG (13-page survey), to the best knowledge of PRG, the legal descriptions for the parcels of Real Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non- conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land; and, except as noted in Schedule 3.6(eExhibit 3.6(a), the buildings situated on the Real Properties are not located -------------- within any governmentally designated flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) heretoor subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained. (fi) Prior Except as set forth on Exhibit 3.6(a) or the Title Policies, none of -------------- PRG, the Related Parties or any of the Subsidiaries is a party to Closingany contracts, no portion agreements, licenses, concessions, easements, or other agreements, including, without limitation, service arrangements and employment agreements, either recorded or unrecorded, written or oral, which will adversely affect the operation or development of the Real Property or any interest portion thereof, or the use thereof, after the Closing. (k) Neither PRG, nor any PRG Shareholder nor any Subsidiary is a "foreign person" within the meaning of ERCthe United States tax laws and to which reference is made in Code Section 1445(b)(2). At Closing, PRG and each PRG Shareholder and Subsidiary shall deliver to Signature an affidavit to such effect, and also stating, to the extent applicable, the LLC or employer identification number of PRG and each PRG Shareholder and Subsidiary and the state within the United States under which each such entity was organized and exists. PRG acknowledges and agrees that Signature shall be entitled to fully comply with Code Section 1445 and all related sections and regulations, as same may be modified and amended from time to time, and PRG and each PRG Shareholder shall act in accordance with all reasonable requirements of Signature to effect such full compliance by Signature. (l) The exhibits to the Consolidation Documents set forth a list of the personal property owned by PRG and any Subsidiary therein shall be further (after existing on the date hereofof this Agreement ("PERSONAL PROPERTY"). PRG and the Subsidiaries possess all contractual rights and own all assets (including the Personal Property previously possessed or owned by Powhatan Associates, Greensprings Associates, RKG (and its Subsidiaries) alienated, encumbered, conveyed and OII (other than assets disposed of in connection with the Consolidation Transaction or otherwise transferred except for sales and financing of Intervals in the ordinary course of business business) which are necessary for the operation of their respective businesses, including marketing and borrowings on currently existing construction loans. Except as set forth on Schedule 3.6(a) hereto, there are no agreements (whether or oral or written) to sell, convey or transfer any Intervals, except sales and financing selling of Intervals and the operation of Resorts so that such businesses and Resorts may be operated in the ordinary course of business (i.e.a manner consistent with past practices; including, for a price and upon terms which are in the ordinary course of business of ERCbut not limited to, the LLC and any Subsidiary). (g) ERC has made available to Purchaser true and complete copies of each deed for each parcel of Real Property and all the title insurance policieslicenses, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, regulatory permits, other title documents approvals and licenses, intellectual property, software and other documents relating to or otherwise affecting Personal Property except for licenses, permits and approvals for which the Real Property in absence will not have a material adverse effect on the possession of ERC, the operations of ERC, the LLC respective businesses. PRG or any Subsidiary thereon or any other uses thereof. ERC, the LLC or a Subsidiary, as the case may be, is in peaceful owns such property free and undisturbed possession clear of each parcel of Real Property and to the knowledge of ERC there are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property for the purposes for which they are currently being usedall liens. (h) With respect to each of the Leases: (i) except as otherwise disclosed in Schedule 3.6(h), with respect to each such lease or sublease: (A) none of ERC, the LLC nor any Subsidiary has received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except as set forth therein, (B) none of ERC, the LLC nor any Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured, and (C) none of ERC, the LLC nor any Subsidiary has assigned or sublet all or any portion of its interest under such Leases, except in connection with a collateral assignment thereof; and (ii) none of ERC, the LLC, any Subsidiary nor (to the knowledge of ERC) any other party to such lease or sublease, is in breach or default in any material respect, and, to the knowledge of ERC, no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease. (i) All the Real Property is occupied under a current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy.

Title to and Condition of Assets and Property. (a) As The assets currently owned or leased by the Company and each of its Subsidiaries are all of the date hereofassets (whether real, Schedule 3.6 (apersonal, tangible or intangible) hereto sets forth (i) a list of each that are reasonably necessary for the continued conduct of the condominium or timesharing resorts, properties under development and undeveloped real property holdings or interests therein (collectively, the "Resorts") in which ERC, the LLC or any Subsidiary directly or indirectly owns real property, (ii) a description of all real property which comprises the Resorts (the "Real Property" or "Real Properties") (which description includes a description of all land comprising the Resorts (the "Land"), a description of all condominium, undivided interests and other dwelling units which have been constructed on the Land (the "Dwelling Units"), including all Dwelling Units which have been dedicated to timeshare regimes and which have not been dedicated to timeshare regimes, as well as a list of all timeshare interests therein which have not been sold and which are owned by ERC, the LLC and/or the Subsidiaries as of five Company’s business days prior to the date hereof (the "Unsold Inventory") and (iii) a list of all material real property leases, material easements, material licenses or similar material possessory agreements pursuant to which ERC, the LLC and/or any Subsidiary uses or occupies real property (the "Leases"), true, correct and complete (in all material respects) copies respects as presently conducted. The Company and each of which have been delivered to Purchaser. As of the date hereof, except as set forth on Schedule 3.6(a) hereto, neither ERC nor the LLC or any Subsidiary owns any interest in any real property or any leasehold interest therein its Subsidiaries has good and has not entered into any agreements to acquire additional Real Property ("Purchase and Option Agreements"). ERC, the LLC and/or the Subsidiaries have good indefeasible title to all Real Propertyproperty, including Unsold Inventoryfacility, and good title to all other assets equipment reflected in as owned by the Financial Statements Company or currently owned and used in the operation of their businesses, and such Real Property and other assets are free and clear of all material liens (except for liens for Taxes that are (i) not yet due and payable or (ii) being contested in good faith by proper proceedings, and in each case as to which appropriate reserves are being maintained), claims, charges, security interests, purchase options, or other material encumbrances, except for the "Encumbrances" described on Schedule 3.6(a) hereto or set forth on the title policies (other than general exceptions) listed on Schedule 3.6(a) hereto attached hereto (which liens, claims, charges, security interests, purchase options, or other encumbrances set forth on such title policies (other than general exceptions) or listed on Schedule 3.6(a) hereto, together with Interval Sales or the creation of interval ownership or condominium regimes in each case in the ordinary course of business since the date hereof) are collectively referred to herein as the "Permitted Exceptions" and such title policies are referred to herein as the "Title Policies"). (b) Except as set forth on Schedule 3.6(b) hereto, neither ERC, the LLC nor any of the Subsidiaries has any patents, copyrights, trade names, trademarks, service marks, other such names or marks or applications therefor. There are no pending, nor to the knowledge of ERC, threatened claims of infringement upon the rights to any intellectual property referred to on Schedule 3.6(b) hereto of others or, except as set forth on Schedule 3.11 hereto, any agreements or undertakings with respect to any such rights. (c) Except as noted on Schedule 3.6(c) hereto, with respect to the Leases and the Purchase and Option Agreements, there is no material breach or event of default on the part of ERC, the LLC or any Subsidiary which would have an ERC Material Adverse Effect. The Leases and the Purchase and Option Agreements are in full force an effect and, to the knowledge of ERC, are valid and enforceable against the parties thereto in accordance with their terms (subject to bankruptcy, insolvency and other similar laws or equitable principles relating to, affecting or qualifying the rights of creditors generally) and all rental and other payments currently due under each of the Leases and all option and other payments currently due under each of the Purchase and Option Agreements have been duly paid or are outstanding for fewer than 30 days. (d) There is no pending or, to the knowledge of ERC, threatened condemnation, eminent domain or similar proceeding with respect to any Real Property. (e) ERC, the LLC and the Subsidiaries have not granted any outstanding options or rights of first refusal to purchase or lease any of the Real Property, or any portion thereof or interest therein, except as noted in Schedule 3.6(e) hereto. (f) Prior to Closing, no portion of the Real Property or any interest of ERC, the LLC or any Subsidiary therein shall be further (after the date hereof) alienated, encumbered, conveyed or otherwise transferred except for sales and financing of Intervals in the ordinary course of business and borrowings on currently existing construction loans. Except as set forth on Schedule 3.6(a) hereto, there are no agreements (whether or oral or written) to sell, convey or transfer any Intervals, except sales and financing of Intervals in the ordinary course of business (i.e., for a price and upon terms which are in the ordinary course of business of ERC, the LLC and any Subsidiary). (g) ERC has made available to Purchaser true and complete copies of each deed for each parcel of Real Property and all the title insurance policies, title reports, surveys, certificates of occupancy, environmental reports and audits, appraisals, permits, other title documents and other documents relating to or otherwise affecting the Real Property in the possession of ERC, the operations of ERC, the LLC or any Subsidiary thereon or any other uses thereof. ERC, the LLC or a Subsidiaryits Subsidiaries, as the case may be, is in peaceful the Latest Financial Statements and undisturbed possession such assets and all other assets currently owned by the Company and each of each parcel its Subsidiaries are free and clear of Real Property all Liens other than Permitted Liens (as defined below) and to such other Liens as may be otherwise set forth in the knowledge Company’s Disclosure Schedule. All items of ERC there equipment and other assets owned or leased by the Company or any of its Subsidiaries are, in all material respects, in good operating condition and repair, ordinary wear and tear excepted, and are no contractual or legal restrictions that preclude or restrict the ability to use the Real Property adequate for the purposes for which they are currently being used. (h) With respect to conduct of the business of the Company and each of its Subsidiaries as currently conducted in all material respects. “Permitted Liens” means the Leases: following Liens: (i) except Liens for Taxes (as otherwise disclosed in Schedule 3.6(hdefined below), with respect to each such lease assessments or sublease: other governmental charges or levies that are not yet due or payable or that are being contested in good faith by appropriate proceedings (A) none of ERC, the LLC nor any Subsidiary has received any notice of cancellation or termination under such lease or sublease and no lessor has any right of termination or cancellation under such lease or sublease except as set forth thereinon Company’s Disclosure Schedule); (ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen, repairmen and other Liens imposed by Law for amounts not yet due; (Biii) none Liens incurred or deposits made in the ordinary course of ERC, the LLC nor any Subsidiary has received any notice of a breach or default under such lease or sublease, which breach or default has not been cured, and (C) none of ERC, the LLC nor any Subsidiary has assigned or sublet all or any portion of its interest under such Leases, except business in connection with a collateral assignment thereofworkers’ compensation, unemployment insurance or other types of social security; and (iiiv) none defects of ERCtitle, easements, rights-of-way, restrictions and other similar charges or encumbrances not materially interfering with the LLC, any Subsidiary nor ordinary conduct of business; (to v) Liens not created by the knowledge of ERC) any other party to such lease or sublease, is in breach or default in any material respect, and, to Company that affect the knowledge of ERC, no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under such lease or sublease. (i) All the Real Property is occupied under a current certificate of occupancy or similar permit, the transactions contemplated by this Agreement will not require the issuance underlying fee interest of any new or amended certificate of occupancyLeased Real Property; and (vi) Liens that secure obligations reflected in the Company Financial Statements (and are described on the Company’s Disclosure Schedule).