Common use of Authorization, Enforceability, Etc Clause in Contracts

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower of the Loan Documents has been duly authorized by all necessary corporate action by Borrower and does not and will not: (i) violate any provision of the certificate or articles of incorporation of Borrower, bylaws of Borrower, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower other than Liens in favor of Lender; or (iii) result in a breach of, or constitute a default by Borrower under, any indenture, loan or credit agreement or any other agreement, document, instrument or certificate to which Borrower is a party or by which it or any of its assets are bound or affected. (b) No approval, authorization, order, license, permit, franchise or consent of, or registration, declaration, qualification or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association is required in connection with the execution, delivery and performance by Borrower of any of the Loan Documents. (c) The Loan Documents constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) Borrower has, or will have, good and marketable title to the Collateral, free and clear of any lien, security interest, charge or encumbrance except for the security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or those specifically consented to in writing by Lender or permitted hereunder. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted hereunder. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing of the UCC-1’s with the office of the secretary of state of the state in which Borrower is organized and the Assignment of Notes Receivable and Mortgages in the official records of the county in which the applicable Resort is located, create in favor of Lender a valid and perfected continuing first or second, as applicable, priority security interest in the Collateral. The Collateral shall secure the full payment and performance of the Obligations. (f) None of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; and during the term of the Agreement, none will be forged, or will have affixed thereto, any unauthorized signatures. (g) Except as permitted in Sections 3.6 and 3.7 hereof, there have been no modifications or amendments to the Pledged Notes Receivable or Mortgages. (h) The makers of the Eligible Notes Receivable have no defenses, offsets, counterclaims or claims relating to the Eligible Notes Receivable or the Mortgages. (i) The Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Mortgages are and shall remain in full force and effect, are and will be valid and binding obligations of the respective makers in favor of Lender; and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related thereto. (l) The grant of the security interests described herein has not affected and will not affect the validity or enforceability of the obligations of the respective makers of the Pledged Notes Receivable under such Notes Receivable or the respective Mortgages. (m) Lender shall not be required to take, and Borrower has taken any and all required steps to protect Lender’s security interest in the Collateral (other than maintaining possession of the portion of the Collateral constituting instruments); and Lender is or shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the Collateral release Borrower from any of the Obligations.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower of the Loan Documents has been duly authorized by all necessary corporate action by Borrower and does not and will not: not (i) violate any provision of the certificate or articles of incorporation of Borrower, bylaws of Borrower, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower other than Liens in favor of LenderAgent and Lenders; or (iii) result in a breach of, or constitute a default by Borrower under, any indenture, loan or credit agreement or any other agreement, document, instrument or certificate to which Borrower is a party or by which it or any of its assets are bound or affected. (b) No approval, authorization, order, license, permit, franchise or consent of, or registration, declaration, qualification or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association is required in connection with the execution, delivery and performance by Borrower of any of the Loan Documents. (c) The Loan Documents constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) Borrower has, or will have, has good and marketable title to the Collateral, free and clear of any lien, security interest, charge or encumbrance except for the security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender Agent or those specifically consented to in writing by Lender or permitted hereunderthe Agent. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted Agent hereunder. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing of the UCC-1’s with the office of the secretary of state of the state in which Borrower is organized and the Assignment of Notes Receivable and Mortgages in the official records of the county in which the applicable Resort is located, create in favor of Agent and each Lender a valid and perfected continuing first or second, as applicable, priority security interest in the Collateral. The Collateral shall secure the full payment and performance of the Obligations. (f) None of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; and during the term of the Agreement, none will be forged, or will have affixed thereto, any unauthorized signatures. (g) Except as permitted in Sections 3.6 and 3.7 hereof, there have been no modifications or amendments to the Pledged Notes Receivable or Mortgages. (h) The makers of the Eligible Notes Receivable have no defenses, offsets, counterclaims or claims relating to the Eligible Notes Receivable or the Mortgages. (i) The Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered IntervalsInventory. (kg) The Pledged Notes Receivable and the Mortgages Loan documents are and shall remain in full force and effect, are and will be valid and binding obligations of the respective makers in favor of Agent and each Lender; , and the Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals Inventory and rights, properties, easements and interests appurtenant or related thereto. (l) The grant of the security interests described herein has not affected and will not affect the validity or enforceability of the obligations of the respective makers of the Pledged Notes Receivable under such Notes Receivable or the respective Mortgages. (m) . · Neither Agent nor any Lender shall not be required to take, and the Borrower has taken any and all required steps to protect Lender’s Agent and each Lenders security interest in the Collateral (other than maintaining possession of the portion of the Collateral constituting instruments); and neither Agent nor any Lender is or shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the Collateral release the Borrower from any of the Obligations.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower of the Loan Documents has been duly authorized by all necessary corporate action by Borrower and Guarantor and does not and will not: (i) violate any provision of the certificate or articles of incorporation of Borrowerincorporation, or bylaws of BorrowerBorrower or Guarantor, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect to which Borrower or Guarantor is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower or Guarantor other than Liens in favor of Lender; or (iii) result in a breach of, or constitute a default by Borrower or Guarantor under, any indenture, loan or credit agreement or any other agreement, document, instrument or certificate to which Borrower or Guarantor is a party or by which it or any of its assets are bound or affected. (b) No approval, authorization, order, license, permit, franchise or consent of, or registration, declaration, qualification or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ ' Association is required in connection with the execution, delivery and performance by Borrower or Guarantor of any of the Loan Documents. (c) The Loan Documents constitute legal, valid and binding obligations of BorrowerBorrower and Guarantor, enforceable against Borrower and Guarantor in accordance with their respective terms, subject to the effect of any applicable Debtor Relief Law and with respect to the enforcement of any specific provision to the 38 40 application of principles of equity. (d) Borrower has, or has and will have, have good and marketable title to the Collateral, free and clear of any lienLien, security interest, charge or encumbrance except for the security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or those specifically consented to in writing by Lender or permitted hereunderthe Lender. No currently effective financing statement or other instrument similar in effect covering all or any part of the Collateral is or will be on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted hereunderLender. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing of the UCC-1’s 's with the office Nevada Secretary of State and the Official Records of Clar▇ ▇▇▇nty, Nevada, and recording of the secretary Deed of state of the state in which Borrower is organized Trust and the Assignment Assignments of Notes Receivable and Mortgages Deeds of Trust in the official records Official Records of the county in which the applicable Resort is locatedClar▇ ▇▇▇nty, Nevada, create in favor of Lender a valid and perfected continuing first or second, as applicable, priority security interest in the Collateral, except as otherwise provided herein. The Collateral shall secure the full payment and performance of the Obligations. (f) None of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; and during the term of the Agreement, none will be forged, or will have affixed thereto, any unauthorized signatures. (g) Except as permitted in Sections 3.6 and 3.7 hereof, there have been no modifications or amendments to the Pledged Notes Receivable or Mortgages. (h) The makers of the Eligible Notes Receivable have no defenses, offsets, counterclaims or claims relating to the Eligible Notes Receivable or the Mortgages. (i) The Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Mortgages are and shall remain in full force and effect, are and will be valid and binding obligations of the respective makers in favor of Lender; and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related thereto. (l) The grant of the security interests described herein has not affected and will not affect the validity or enforceability of the obligations of the respective makers of the Pledged Notes Receivable under such Notes Receivable or the respective Mortgages. (m) Lender shall not be required to take, and Borrower has taken any and all required steps to protect Lender’s security interest in the Collateral (other than maintaining possession of the portion of the Collateral constituting instruments); and Lender is or shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the Collateral release Borrower from any of the Obligations.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower and Guarantor of the Loan Documents has been duly authorized by all necessary corporate action actions by Borrower and Guarantor and does not and will not: not (i) violate any provision of the certificate Borrower's or Guarantor's articles of incorporation of Borrowerincorporation, bylaws of Borrowerbylaws, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination determination, or award presently in effect to which Borrower or Guarantor is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower or Guarantor other than Liens in favor of Lender; or (iii) result in a breach of, or constitute a default by Borrower or Guarantor under, any indenture, loan loan, or credit agreement or any other agreement, document, instrument instrument, or certificate to which Borrower or Guarantor is a party or by which it or any of its assets are bound or affected, including but not limited to any loan from or agreement of any type with a third party lender. (b) No approval, authorization, order, license, permit, franchise franchise, or consent of, or registration, declaration, qualification qualification, or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association Person is required in connection with the execution, delivery delivery, and performance by Borrower or Guarantor of any of the Loan Documents. (c) The Loan Documents constitute legal, valid valid, and binding obligations of BorrowerBorrower and Guarantor, enforceable against Borrower and Guarantor in accordance with their respective terms. To the best of Borrower's knowledge after good faith diligent inquiry, the Applicable Underlying Loan Documents constitute legal, valid, and binding obligations of the relevant Applicable Underlying Borrowers and Applicable Underlying Guarantors, enforceable against each of them in accordance with the respective terms of such Applicable Underlying Loan Documents. (d) Borrower has, or will have, has good and marketable title to all of the Collateral, free and clear of any lienLien, security interest, charge charge, or encumbrance except for the Liens or security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or those specifically consented to in writing by Lender or permitted hereunderPermitted Liens and Encumbrances as set forth on Exhibit "H" hereto. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted hereunderLender. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable and Pledged Consumer Notes Receivable, the filing and recordation of UCC-1 and UCC-3 financing statements in each Applicable Jurisdiction, and the recordation or registration in the Applicable Jurisdiction in accordance with all Applicable Laws of the UCC-1’s with the office of the secretary of state of the state in which Borrower is organized Pledges and the Assignment Assignments of Notes Receivable and the Pledges and Assignments of Consumer Notes Receivable and Interval Mortgages in the official records of the county in which the applicable Resort is located, create in favor of Lender a valid and perfected continuing first or second, as applicable, priority Liens and security interest interests in and to all of the Collateral. The Collateral shall secure secures the full payment and performance of the Obligations. (f) None To the best of Borrower's knowledge after good faith diligent inquiry, none of the Pledged Notes Receivable or Pledged Consumer Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; , and during the term of the this Agreement, none will be forged, or will have affixed thereto, thereto any unauthorized signatures. (g) Except as permitted in Sections 3.6 and 3.7 hereofTo the best of Borrower's knowledge after good faith diligent inquiry, there have been no material modifications or amendments whatsoever to the Pledged Notes Receivable or the Applicable Mortgages, other than those expressly approved by Lender in writing, the originals of which have been delivered to Custodian. (h) Borrower has received no notice that there have been any material modifications or amendments to the Pledged Notes Receivable or Mortgages. (h) The makers of the Eligible Notes Receivable have no defenses, offsets, counterclaims or claims relating to the Eligible Consumer Notes Receivable or the Interval Mortgages. (i) The Borrower has received no notice that any of the makers of the Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with Pledged Consumer Notes Receivable have any defenses, offsets, claims, or counterclaims, relating to the purchase Pledged Notes Receivable, any of the related Encumbered Intervalsother Applicable Underlying Loan Documents or the Pledged Consumer Notes Receivable. (j) The Mortgages Applicable Mortgages, if any, constitute and will continue to constitute valid and enforceable first and prior liens exclusive Liens and security interests on the Encumbered Intervals. (k) The Interval Mortgages constitute and will continue to constitute valid and enforceable first and exclusive Liens and security interests on the Encumbered Intervals. (l) The Pledged Notes Receivable and the Applicable Mortgages are and shall remain in full force and effect, are and will be effect as valid and binding obligations of the respective makers Applicable Underlying Borrowers in favor of Lender; and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related theretoas holder. (lm) The Pledged Consumer Notes Receivable and the Interval Mortgages are and shall remain in full force and effect as valid and binding obligations of the respective Purchasers in favor of Lender, as collateral assignee. (n) The grant of the Liens and security interests described herein by Borrower in favor of Lender has not adversely affected and will not adversely affect the validity or enforceability of the obligations of the respective Applicable Underlying Borrowers under any of the Applicable Underlying Loan Documents. (o) The grant of the Liens and security interests described herein by the Applicable Underlying Borrowers to Borrower and by Borrower to Lender has not affected and will not adversely affect the validity or enforceability of the obligations of the respective makers of the Pledged Consumer Notes Receivable under such Pledged Consumer Notes Receivable or the respective corresponding Interval Mortgages. (mp) Lender is not and shall not be required to take, and Borrower has taken taken, any and all required steps to protect Lender’s 's Liens and security interest interests in the Collateral (other than maintaining possession or causing Custodian to maintain possession, custody, and control of the portion of the Collateral constituting instrumentsinstruments and timely filing continuation statements for UCC financing statements); and Lender is or not and shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the any Collateral release Borrower or Guarantor from any of the Obligations.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by each Borrower of the Loan Documents has been duly authorized by all necessary corporate action actions by such Borrower and does not and will not: not (i) violate any provision of the certificate or each Borrower's articles of incorporation of Borrowerincorporation, bylaws of Borrowerbylaws, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination determination, or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of each Borrower other than Liens in favor of Lender; or (iii) result in a breach of, or constitute a default by each Borrower under, any indenture, loan loan, or credit agreement or any other agreement, document, instrument instrument, or certificate to which each Borrower is a party or by which it or any of its assets are bound or affected, including but not limited to any loan from or agreement of any type with a third party lender. (b) No approval, authorization, order, license, permit, franchise franchise, or consent of, or registration, declaration, qualification qualification, or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association Person is required in connection with the execution, delivery delivery, and performance by each Borrower of any of the Loan DocumentsDocuments except those that have been obtained, e.g., participation lenders' interests as more particularly described on Exhibit "D" attached hereto. (c) The Loan Documents constitute legal, valid valid, and binding obligations of each Borrower, enforceable against each Borrower in accordance with their respective terms. To the best of each Borrower's knowledge after good faith diligent inquiry, the Applicable Underlying Loan Documents constitute legal, valid, and binding obligations of the relevant Applicable Underlying Borrowers and Applicable Underlying Guarantors, enforceable against each of them in accordance with the respective terms of such Applicable Underlying Loan Documents. (d) Each Borrower has, or will have, has good and marketable title to all of the CollateralCollateral pledged by it, free and clear of any lienLien, security interest, charge charge, or encumbrance except for the Liens or security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or those specifically consented to in writing by Lender or permitted hereunderPermitted Liens and Encumbrances as set forth on Exhibit "C" hereto. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted hereundercover any Permitted Liens and Encumbrances. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing and recordation of UCC-1 financing statements in each Applicable Jurisdiction, and the recordation of the UCC-1’s with the office of the secretary of state of the state in which Borrower is organized Pledges and the Assignment Assignments of Notes Receivable and Applicable Mortgages in the official records of the county in which the applicable Resort is located, and other Loan Documents create in favor of Lender a valid and perfected continuing first or second, as applicable, priority Liens and security interest interests in and to all of the CollateralCollateral (with the sole exception of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Resort Loans and the Irish Resorts) subject to the participation lenders' interests set forth on Exhibit "D" attached hereto. The Collateral shall secure secures the full payment and performance of the Obligations. (f) None To the best of Borrower's knowledge after good faith diligent inquiry, none of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; and during the term of the Agreement, none will be forged, or will have affixed thereto, any unauthorized signatures., (g) Except as permitted in Sections 3.6 and 3.7 hereof, there There have been no material modifications or amendments whatsoever to the Pledged Notes Receivable or the Applicable Mortgages, other than those expressly approved by Lender in writing, the originals of which have been delivered to Custodian. (h) The To the best of Borrower's knowledge after good faith diligent inquiry, the makers of the Eligible Pledged Notes Receivable have no defenses, offsets, counterclaims claims, or claims counterclaims, relating to the Eligible Pledged Notes Receivable or any of the Mortgagesother Applicable Underlying Loan Documents (with the sole exception of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Resort Loans). (i) The Applicable Mortgages constitute and will continue to constitute valid and enforceable first and exclusive Liens and security interests on the Mortgaged Real Property and the Encumbered Intervals (with the sole exception of the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Resort Loans). (j) The Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Applicable Mortgages are and shall remain in full force and effect, are and will be effect as valid and binding obligations of the respective makers Applicable Underlying Borrowers in favor of Lender; and Borrower further warrants and guarantees the valueBorrower, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related theretoas assigned to Lender hereunder. (lk) The grant of the Liens and security interests described herein by Borrower in favor of Lender has not adversely affected and will not adversely affect the validity or enforceability of the obligations of the respective makers Applicable Underlying Borrowers under any of the Pledged Notes Receivable under such Notes Receivable or the respective MortgagesApplicable Underlying Loan Documents. (ml) Lender is not and shall not be required to take, and Borrower has taken taken, any and all required steps to protect Lender’s 's Liens and security interest interests in the Collateral (other than maintaining possession or causing Custodian to maintain possession, custody, and control of the portion of the Collateral constituting instrumentsinstruments and timely filing continuation statements for UCC financing statements); and Lender is or not and shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the any Collateral release Borrower from any of the ObligationsObligations (with the sole exception of the Irish Resorts.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower of the Loan Documents to which it is a party has been duly authorized by all necessary corporate action by Borrower and does not and will not: not (i) violate any provision of the Borrower's certificate or articles of incorporation of Borrower, or bylaws of Borrower, or any other agreement, lawstatute, rule, regulation, order, writ, judgment, injunction, decree, determination determination, or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower other than Liens in favor of LenderLender and the Permitted Liens and Encumbrances; or (iii) result in a breach of, or constitute a default by Borrower under, any indenture, loan loan, or credit agreement or any other agreement, document, instrument instrument, or certificate RECEIVABLES LOAN AND SECURITY AGREEMENT to which Borrower is a party or by which it or any of its assets are bound or affected, including but not limited to any loan from or agreement of any type with a third party lender. (b) No approval, authorization, order, license, permit, franchise franchise, or consent of, or registration, declaration, qualification qualification, or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association Person is required in connection with the execution, delivery delivery, and performance by Borrower of any of the Loan DocumentsDocuments to which it is a party in addition to those that have already been obtained. (c) The Loan Documents constitute legal, valid valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) Borrower has, or will have, good and marketable title to the Collateral, free and clear of any lien, security interest, charge or encumbrance except for the security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or those specifically consented to in writing by Lender or permitted hereunder. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted hereunder. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing of the UCC-1’s a UCC-1 financing statement with the office Secretary of State of the secretary State of state Texas, and the recordation (as appropriate) of the state in which Borrower is organized Master Collateral Assignment (with respect to the Initial Advance) and the Supplemental Collateral Assignment of Notes Receivable (with respect to all subsequent Advances) and Mortgages in the official records of the county in which the applicable Resort is located, other Loan Documents create in favor of Lender a valid and perfected continuing first or secondpriority Liens and security interests in and to all of the Collateral other than Collateral related to Oak N' Spruce Resort. With respect to Oak N' Spruce Resort, as applicablethe execution and delivery of the Loan Documents, priority security interest the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing of a UCC-1 financing statement with the Secretary of State of the State of Texas, the delivery of an Assignment of Certificate of Beneficial Interest securing such Pledged Note Receivable and the filing of a UCC-1 financing statement in the Collateralstate where the Purchaser is located naming Borrower as the secured party and Lender as Borrower's assignee and the other Loan Documents create in favor of Lender valid and perfected first priority Liens and security interests in and to all of the Collateral related to Oak N' Spruce Resort. The Collateral shall secure secures the full payment and performance of the Obligations. (fe) None To the best of Borrower's knowledge, none of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; and during . (f) There have been no material modifications or amendments whatsoever to the term Pledged Notes Receivable, other than those expressly approved by Lender in writing, the originals of the Agreement, none will be forged, or will which have affixed thereto, any unauthorized signaturesbeen delivered to Custodian. (g) Except as permitted in Sections 3.6 and 3.7 hereofTo the best of Borrower's knowledge, there have been no modifications or amendments to the Pledged Notes Receivable or Mortgages. (h) The makers of the Eligible Notes Receivable have no defenses, offsets, counterclaims claims, or claims counterclaims, relating thereto or to the Eligible Notes Receivable related Timeshare Interest Mortgages or the Mortgagesany other related documents or instruments. (ih) The Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Mortgages are and shall remain in full force and effect, are and will be effect as valid and binding obligations of the respective makers thereof in favor of Lender; , as the collateral assignee of Borrower's right, title, and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related theretointerest therein. (li) The grant of the security interests described herein by Borrower in favor of Lender has not adversely affected and will not adversely affect the validity or enforceability RECEIVABLES LOAN AND SECURITY AGREEMENT of the obligations of the respective makers of the Pledged Notes Receivable under such Notes Receivable thereunder or the pursuant to their respective MortgagesTimeshare Interest Mortgages or any related documents or instruments. (mj) Lender is not and shall not be required to take, and Borrower has taken taken, any and all required steps to protect perfect and maintain Lender’s 's security interest interests in the Collateral (other than maintaining possession or causing Custodian to maintain possession, custody, and control of the portion of the Collateral constituting instrumentsinstruments and timely filing continuation statements for UCC financing statements); and Lender is or not and shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the any Collateral release Borrower from any of the Obligations.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower of the Loan Documents has been duly authorized by all necessary corporate action by Borrower and does not and will not: (i) violate any provision of the certificate or articles of incorporation of Borrower, bylaws of Borrower, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower other than Liens in favor of LenderLenders; or (iii) result in a breach of, or constitute a default by Borrower under, any indenture, loan or credit agreement or any other agreement, document, instrument or certificate to which Borrower is a party or by which it or any of its assets are bound or affected. (b) No approval, authorization, order, license, permit, franchise or consent of, or registration, declaration, qualification or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association is required in connection with the execution, delivery and performance by Borrower of any of the Loan Documents. (c) The Loan Documents constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) Borrower has, or will have, good and marketable title to the Collateral, free and clear of any lien, security interest, charge or encumbrance except for the security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender Agent or those specifically consented to in writing by Lender Agent or permitted hereunder. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender Lenders hereunder or Lender Agent as permitted hereunder. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender Agent as agent for Lenders of the Pledged Notes Receivable, the filing of the UCC-1’s with the office of the secretary of state of the state in which Borrower is organized and the Assignment of Notes Receivable and Mortgages in the official records of the county in which the applicable Resort is located, create in favor of Lender Agent as agent for Lenders a valid and perfected continuing first or second, as applicable, priority security interest in the Collateral. The Collateral shall secure the full payment and performance of the Obligations. (f) None of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; and during the term of the Agreement, none will be forged, or will have affixed thereto, any unauthorized signatures. (g) Except as permitted in Sections 3.6 3.7 and 3.7 3.8 hereof, there have been no modifications or amendments to the Pledged Notes Receivable or Mortgages. (h) The makers of the Eligible Notes Receivable have no defenses, offsets, counterclaims or claims relating to the Eligible Notes Receivable or the Mortgages. (i) The Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Mortgages are and shall remain in full force and effect, are and will be valid and binding obligations of the respective makers in favor of LenderAgent, as holder on behalf of Lenders; and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related thereto. (l) The grant of the security interests described herein has not affected and will not affect the validity or enforceability of the obligations of the respective makers of the Pledged Notes Receivable under such Notes Receivable or the respective Mortgages. (m) Neither Agent nor any Lender shall not be required to take, and Borrower has taken any and all required steps to protect each Lender’s security interest in the Collateral (other than maintaining possession of the portion of the Collateral constituting instruments); and neither Agent nor any Lender is or shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the Collateral release Borrower from any of the Obligations.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower and Guarantor of the Loan Documents has been duly authorized by all necessary corporate action actions by Borrower and Guarantor and does not and will not: not (i) violate any provision of the certificate Borrower's or Guarantor's articles of incorporation of Borrowerincorporation, bylaws of Borrowerbylaws, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination determination, or award presently in effect to which Borrower or Guarantor is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower or Guarantor other than Liens in favor of Lender; or (iii) result in a breach of, or constitute a default by Borrower or Guarantor under, any indenture, loan loan, or credit agreement or any other agreement, document, instrument instrument, or certificate to which Borrower or Guarantor is a party or by which it or any of its assets are bound or affected, including but not limited to any loan from or agreement of any type with a third party lender. (b) No approval, authorization, order, license, permit, franchise franchise, or consent of, or registration, declaration, qualification qualification, or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association Person is required in connection with the execution, delivery delivery, and performance by Borrower or Guarantor of any of the Loan Documents. (c) The Loan Documents constitute legal, valid valid, and binding obligations of BorrowerBorrower and Guarantor, enforceable against Borrower and Guarantor in accordance with their respective terms. To the best of Borrower's knowledge after good faith diligent inquiry, the Applicable Underlying Loan Documents constitute legal, valid, and binding obligations of the relevant Applicable Underlying Borrowers and Applicable Underlying Guarantors, enforceable against each of them in accordance with the respective terms of such Applicable Underlying Loan Documents. (d) Borrower has, or will have, has good and marketable title to all of the Collateral, free and clear of any lienLien, security interest, charge charge, or encumbrance except for the Liens or security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or those specifically consented to in writing by Lender or permitted hereunderPermitted Liens and Encumbrances as set forth on Exhibit "C" hereto. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted hereunderLender. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing and recordation of UCC-1 and UCC-3 financing statements in each Applicable Jurisdiction, and the recordation of the UCC-1’s with the office of the secretary of state of the state in which Borrower is organized Pledges and the Assignment Assignments of Notes Receivable and Applicable Mortgages in the official records of the county in which the applicable Resort is located, and other Loan Documents create in favor of Lender a valid and perfected continuing first or second, as applicable, priority Liens and security interest interests in and to all of the Collateral. The Collateral shall secure secures the full payment and performance of the Obligations. (f) None To the best of Borrower's knowledge after good faith diligent inquiry, none of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; , and during the term of the this Agreement, none will be forged, or will have affixed thereto, thereto any unauthorized signatures. (g) Except as permitted in Sections 3.6 and 3.7 hereof, there There have been no material modifications or amendments whatsoever to the Pledged Notes Receivable or the Applicable Mortgages, other than those expressly approved by Lender in writing, the originals of which have been delivered to Custodian. (h) The To the best of Borrower's knowledge after good faith diligent inquiry, the makers of the Eligible Pledged Notes Receivable have no defenses, offsets, counterclaims claims, or claims counterclaims, relating to the Eligible Pledged Notes Receivable or any of the Mortgagesother Applicable Underlying Loan Documents. (i) The Pledged Notes Receivable Applicable Mortgages constitute and will continue to constitute valid and enforceable first and exclusive Liens and security interests on the Mortgaged Real Property and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Applicable Mortgages are and shall remain in full force and effect, are and will be effect as valid and binding obligations of the respective makers Applicable Underlying Borrowers in favor of Lender; and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related theretoas holder. (lk) The grant of the Liens and security interests described herein by Borrower in favor of Lender has not adversely affected and will not adversely affect the validity or enforceability of the obligations of the respective makers Applicable Underlying Borrowers under any of the Pledged Notes Receivable under such Notes Receivable or the respective MortgagesApplicable Underlying Loan Documents. (ml) Lender is not and shall not be required to take, and Borrower has taken taken, any and all required steps to protect Lender’s 's Liens and security interest interests in the Collateral (other than maintaining possession or causing Custodian to maintain possession, custody, and control of the portion of the Collateral constituting instrumentsinstruments and timely filing continuation statements for UCC financing statements); and Lender is or not and shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the any Collateral release Borrower or Guarantor from any of the Obligations.

Authorization, Enforceability, Etc. (a) a The execution, delivery and performance by Borrower of the Loan Documents has been duly authorized by all necessary corporate action actions by Borrower and does not and will not: not (i) violate any provision of the certificate or Borrower's articles of incorporation of Borrowerincorporation, bylaws of Borrowerbylaws, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination determination, or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower other than Liens in favor of Lender; or (iii) result in a breach of, or constitute a default by Borrower under, any indenture, loan loan, or credit agreement or any other agreement, document, instrument instrument, or certificate to which Borrower is a party or by which it or any of its assets are bound or affected, including but not limited to any loan from or agreement of any type with a third party lender. (b) b No approval, authorization, order, license, permit, franchise franchise, or consent of, or registration, declaration, qualification qualification, or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association Person is required in connection with the execution, delivery delivery, and performance by Borrower of any of the Loan Documents. (c) c The Loan Documents constitute legal, valid valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. To the best of Borrower's knowledge after good faith diligent inquiry, the Applicable Underlying Loan Documents constitute legal, valid, and binding obligations of the relevant Applicable Underlying Borrowers and Applicable Underlying Guarantors, enforceable against each of them in accordance with the respective terms of such Applicable Underlying Loan Documents. (d) d Borrower has, or will have, has good and marketable title to all of the Collateral, free and clear of any lienLien, security interest, charge charge, or encumbrance except for the Liens or security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or those specifically consented to in writing by Lender or permitted hereunderthe Permitted Liens and Encumbrances. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted hereunderLender. (e) e The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing and recordation of UCC-1 and UCC-3 financing statements in each Applicable Jurisdiction, and the recordation or registration in the Applicable Jurisdiction in accordance with all Applicable Laws of the UCC-1’s with the office of the secretary of state of the state in which Borrower is organized Pledges and the Assignment Assignments of Notes Receivable and Applicable Mortgages in the official records of the county in which the applicable Resort is located, and other Loan Documents create in favor of Lender a valid and perfected continuing first or second, as applicable, priority Liens and security interest interests in and to all of the Collateral. The Collateral shall secure secures the full payment and performance of the Obligations. (f) None f To the best of Borrower's knowledge after good faith diligent inquiry, none of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; , and during the term of the this Agreement, none will be forged, or will have affixed thereto, thereto any unauthorized signatures. (g) Except as permitted in Sections 3.6 and 3.7 hereof, there g There have been no material modifications or amendments whatsoever to the Pledged Notes Receivable or the Applicable Mortgages, other than those expressly approved by Lender in writing, the originals of which have been delivered to Custodian. (h) The h None of the makers of the Eligible Pledged Notes Receivable have no any defenses, offsets, counterclaims claims, or claims counterclaims, relating to the Eligible Pledged Notes Receivable or any of the Mortgagesother Applicable Underlying Loan Documents, and Borrower has received no notice that any such defense, offset, claim or counterclaim is claimed to exist. (i) i The Applicable Mortgages constitute and will continue to constitute valid and enforceable first and exclusive Liens and security interests on the Mortgaged Real Property and the Encumbered Intervals. (j The Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Applicable Mortgages are and shall remain in full force and effect, are and will be effect as valid and binding obligations of the respective makers Applicable Underlying Borrowers in favor of Lender; and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related theretoas holder. (l) k The grant of the Liens and security interests described herein by Borrower in favor of Lender has not adversely affected and will not adversely affect the validity or enforceability of the obligations of the respective makers Applicable Underlying Borrowers under any of the Pledged Notes Receivable under such Notes Receivable or the respective MortgagesApplicable Underlying Loan Documents. (m) l Lender is not and shall not be required to take, and Borrower has taken taken, any and all required steps to protect Lender’s 's Liens and security interest interests in the Collateral (other than maintaining possession or causing Custodian to maintain possession, custody, and control of the portion of the Collateral constituting instrumentsinstruments and timely filing continuation statements for UCC financing statements); and Lender is or not and shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the any Collateral release Borrower from any of the Obligations.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower and Guarantors of the Loan Documents has been duly authorized by all necessary corporate action and other actions by Borrower and Guarantors and does not and will not: not (i) violate any provision of the certificate Borrower's or any Guarantor's articles of incorporation incorporation, bylaws, articles of Borrowerorganization, bylaws of Borroweroperating agreement, or any other agreement, lawstatute, rule, regulation, order, writ, judgment, injunction, decree, determination determination, or award presently in effect to which Borrower or any Guarantor is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower or any Guarantor other than Liens in favor of LenderLender and the Permitted Liens and Encumbrances; or (iii) result in a breach of, or constitute a default by Borrower or any Guarantor under, any indenture, loan loan, or credit agreement or any other agreement, document, instrument instrument, or certificate to which Borrower or any Guarantor is a party or by which it or any of its assets are bound or affected, including but not limited to any loan from or agreement of any type with a third party lender. (b) No approval, authorization, order, license, permit, franchise franchise, or consent of, or registration, declaration, qualification qualification, or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association Person is required in connection with the execution, delivery delivery, and performance by Borrower or Guarantors of any of the Loan DocumentsDocuments in addition to those that have already been obtained. (c) The Loan Documents constitute legal, valid valid, and binding obligations of BorrowerBorrower and Guarantors, enforceable against Borrower and Guarantors in accordance with their respective terms. (d) Borrower has, or will have, good and marketable title to the Collateral, free and clear of any lien, security interest, charge or encumbrance except for the security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or those specifically consented to in writing by Lender or permitted hereunder. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted hereunder. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing recordation of the UCC-1’s Resort Mortgage in the Newport Land Evidence Records, the filing and recordation of UCC-1 financing statements with the office Rhode Island Secretary of State and in the Newport Land Evidence Records, respectively, and the recordation (as appropriate) of the secretary of state of the state in which Borrower is organized Pledge and the Assignment of Notes Receivable and Mortgages in Purchase Agreements and the official records of the county in which the applicable Resort is located, other Loan Documents create in favor of Lender a valid and perfected continuing first or second, as applicable, priority Liens and security interest interests in and to all of the Collateral. The Collateral shall secure secures the full payment and performance of the Obligations. (fe) None To the best of Borrower's knowledge after good faith diligent inquiry, none of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; and during . (f) There have been no material modifications or amendments whatsoever to the term Pledged Notes Receivable, other than those expressly approved by Lender in writing, the originals of the Agreement, none will be forged, or will which have affixed thereto, any unauthorized signaturesbeen delivered to Custodian. (g) Except as permitted in Sections 3.6 and 3.7 hereofTo the best of Borrower's knowledge after good faith diligent inquiry, there have been no modifications or amendments to the Pledged Notes Receivable or Mortgages. (h) The makers of the Eligible Pledged Notes Receivable have no defenses, offsets, counterclaims claims, or claims counterclaims, relating thereto or to the Eligible Notes Receivable related Purchase Agreements or any other related documents or instruments. (h) The Resort Mortgage constitutes and will continue to constitute a valid and enforceable first and exclusive Lien and security interest on the MortgagesMortgaged Real Property and the Encumbered Intervals. (i) The Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Mortgages are and shall remain in full force and effect, are and will be effect as valid and binding obligations of the respective makers thereof in favor of Lender; , as the collateral assignee of Borrower's right, title, and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related theretointerest therein. (lj) The grant of the Liens and security interests described herein by Borrower in favor of Lender has not adversely affected and will not adversely affect the validity or enforceability of the obligations of the respective makers of the Pledged Notes Receivable under such Notes Receivable thereunder or the pursuant to their respective MortgagesPurchase Agreements or any related documents or instruments. (mk) Lender is not and shall not be required to take, and Borrower has taken taken, any and all required steps to protect perfect and maintain Lender’s 's Liens and security interest interests in the Collateral (other than maintaining possession or causing Custodian to maintain possession, custody, and control of the portion of the Collateral constituting instrumentsinstruments and timely filing continuation statements for UCC financing statements); and Lender is or not and shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the any Collateral release Borrower or Guarantors from any of the Obligations.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower of the Loan Documents has been duly authorized by all necessary corporate action actions by Borrower and does not and will not: not (i) violate any provision of the certificate or Borrower's articles of incorporation of Borrowerorganization ("estatutos"), bylaws of Borrower, operating agreements or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower or Guarantor other than Liens in favor of Lender; or (iii) result in a breach of, or constitute a default by Borrower or Guarantor under, any indenture, loan or credit agreement or any other agreement, document, instrument or certificate to which Borrower or Guarantor is a party or by which they or it or any of their or its assets are bound or affected. (b) No approval, authorization, order, license, permit, franchise or consent of, or registrationregistration (with the exception of the registration of the Textron Mortgages), declaration, qualification or filing with, any governmental authority or other Person, including without limitation, the Division or the Timeshare Owners’ Association any applicable regulatory authorities is required in connection with the execution, delivery and performance by Borrower or Guarantor of any of the Loan Documents. (c) The Loan Documents constitute legal, valid and binding obligations of BorrowerBorrower and Guarantor, enforceable against Borrower and Guarantor in accordance with their respective terms. (d) Borrower has, or will have, has good and marketable title to all of the Collateral, free and clear of any lienLien, security interest, charge or encumbrance except for the Liens or security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender or those specifically consented to in writing by Lender or permitted hereunder. Permitted Liens and Encumbrances as set forth on Exhibit B. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender hereunder or Lender as permitted hereunderin favor of FINOVA with respect to the Permitted FINOVA Liens. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender of the Pledged Notes Receivable, the filing of the UCC-1’s UCC-1 financing statements, or Mexican equivalent, with the office Public Registries of Property in the location of each of the secretary Resorts, recordation of state of the state in which Borrower is organized and the Assignment of Pledged Notes Receivable and Interval Lease Contracts, the Assignment of Interest in Contracts, Permits, Licenses and Approvals, and the Textron Mortgages in the official records Public Registries of Property in the location of each of the county in which the applicable Resort is locatedResorts, create in favor of Lender a valid and perfected continuing first or second, as applicable, priority liens and security interest interests in and to all of the Collateral, subject to the Permitted FINOVA Liens. The Collateral shall secure the full payment and performance of the Obligations. (f) None To the best of the Borrower's knowledge, none of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; and during the term of the Agreement, none will be forged, or will have affixed thereto, any unauthorized signatures. (g) Except as permitted in Sections 3.6 and 3.7 hereof, there There have been no modifications or amendments whatsoever to the Pledged Notes Receivable or Mortgagesthe related Interval Lease Contracts which modifications or amendments are not evidenced by appropriate documentation, duly executed, forming a part thereof. (h) The To the best of Borrower's knowledge, the makers of the Eligible Notes Receivable have no defenses, offsets, counterclaims or claims relating to the Eligible Notes Receivable or the MortgagesInterval Lease Contracts. (i) The Pledged Notes Receivable and the Mortgages related Interval Lease Contracts were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Mortgages related Interval Lease Contracts are and shall remain in full force and effect, are and and, once endorsed in favor of Lender, will be valid and binding obligations of the respective makers in favor of Lender, as holder; and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and all rights, properties, easements and interests appurtenant or related thereto. (lk) The grant of the security interests described herein has not affected and will not affect the validity or enforceability of the obligations of the respective makers of the Pledged Notes Receivable under such Notes Receivable or the respective Mortgagesrelated Interval Lease Contracts. (ml) Lender is not and shall not be required to taketake any steps, and Borrower has taken any and all required steps steps, to protect Lender’s 's security interest interests in the Collateral (other than maintaining possession of the portion of the Collateral constituting instrumentsinstruments and timely filing continuation statements for the Financing Statements); and Lender is or not and shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the Collateral release Borrower (or the Guarantor) from any of the Obligations.

Authorization, Enforceability, Etc. (a) The execution, delivery and performance by Borrower of the Loan Documents has have been duly authorized by all necessary corporate action by Borrower and does not and will not: (i) violate any provision of the certificate or articles of incorporation of Borrower, bylaws of Borrower, or any agreement, law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect to which Borrower is a party or is subject; (ii) result in, or require the creation or imposition of, any Lien upon or with respect to any asset of Borrower other than Liens in favor of LenderAgent and Lenders; or (iii) result in a breach of, or constitute a default by Borrower under, any indenture, loan or credit agreement or any other agreement, document, instrument or certificate to which Borrower is a party or by which it or any of its assets are bound or affected. (b) No approval, authorization, order, license, permit, franchise or consent of, or registration, declaration, qualification or filing with, any governmental authority Governmental Authority or other Person, including without limitation, the Division or the any Timeshare Owners’ ' Association is required in connection with the execution, delivery and performance by Borrower of any of the Loan Documents. (c) The Loan Documents constitute legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms. (d) Borrower has, or will have, good and marketable title to the Collateral, free and clear of any lien, security interest, charge or encumbrance except for the security interests created by this Agreement or any Loan Document or otherwise created in favor of Lender Agent or those specifically consented to in writing by Lender Agent or permitted hereunder. No financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of Lender Lenders hereunder or Lender Agent as permitted hereunder. (e) The execution and delivery of the Loan Documents, the delivery and endorsement to Lender Agent as agent for Lenders of the Pledged Notes Receivable, the filing of the UCC-1’s 's with the office of the secretary of state of the state in which Borrower is organized and the Assignment of Notes Receivable and Mortgages in the official records of the county in which the applicable Resort is located, create in favor of Lender Agent as agent for Lenders a valid and perfected continuing first or secondfirst, as applicable, priority security interest in the Collateral. The Collateral shall secure the full payment and performance of the Obligations. (f) None of the Pledged Notes Receivable is forged or has affixed thereto any unauthorized signatures or has been entered into by any Person without the required legal capacity; and during the term of the Agreement, none will be forged, or will have affixed thereto, any unauthorized signatures. (g) Except as permitted in Sections 3.6 and 3.7 hereof, there have been no modifications or amendments to the Pledged Notes Receivable or Mortgages. (h) The makers of the Eligible Notes Receivable have no defenses, offsets, counterclaims or claims relating to the Eligible Notes Receivable or the Mortgages. (i) The Pledged Notes Receivable and the Mortgages were executed and delivered by Purchasers in favor of Borrower in connection with the purchase of the related Encumbered Intervals. (j) The Mortgages constitute and will constitute valid and enforceable first and prior liens and security interests on the Encumbered Intervals. (k) The Pledged Notes Receivable and the Mortgages are and shall remain in full force and effect, are and will be valid and binding obligations of the respective makers in favor of LenderAgent as holder on behalf of Lenders; and Borrower further warrants and guarantees the value, quantity, sound condition, grade and quality of the Encumbered Intervals and rights, properties, easements and interests appurtenant or related thereto. (l) The grant of the security interests described herein has not affected and will not affect the validity or enforceability of the obligations of the respective makers of the Pledged Notes Receivable under such Notes Receivable or the respective Mortgages. (m) Neither Agent nor any Lender shall not be required to take, and Borrower has taken taken, any and all required steps to protect Agent and each Lender’s 's security interest in the Collateral (other than maintaining possession of the portion of the Collateral constituting instruments); and neither Agent nor any Lender is or shall not be required to collect or realize upon the Collateral or any distribution of interest or principal, nor shall loss of, or damage to, the Collateral release Borrower from any of the Obligations.