REPRESENTATIONS AND WARRANTIES AND COVENANTS 68 Sample Clauses

REPRESENTATIONS AND WARRANTIES AND COVENANTS 68. SECTION 12.1. Representations and Warranties of the Issuer. 68 SECTION 12.2. Representations and Warranties of the Servicer. 70 SECTION 12.3. Representations and Warranties of the Indenture Trustee. 73 SECTION 12.4. Multiple Roles. 74 SECTION 12.5. [Reserved]. 74 SECTION 12.6. Covenants of the Club Trustee. 74 SECTION 12.7. Representations and Warranties of the Backup Servicer. 76 ARTICLE XIII. MISCELLANEOUS 79 SECTION 13.1. Officer’s Certificate and Opinion of Counsel as to Conditions Precedent. 79 SECTION 13.2. Statements Required in Certificate or Opinion. 79 SECTION 13.3. Notices. 80 SECTION 13.4. No Proceedings. 82 SECTION 13.5. Limitation of Liability of Owner Trustee. 82 ARTICLE XIV. REDEMPTION OF NOTES 83 SECTION 14.1. Clean-up Call; Optional Redemption; Election to Redeem. 83 SECTION 14.2. Notice to Indenture Trustee. 83 SECTION 14.3. Notice of Redemption by the Servicer. 83 SECTION 14.4. Deposit of Redemption Price. 83 SECTION 14.5. Notes Payable on Redemption Date. 84 Exhibit A Form of Notes Exhibit B Form of Investor Representation Letter Exhibit C Reserved Exhibit D Form of Monthly Servicer Report Exhibit E Servicing Officer’s Certificate Exhibit F Form of Investor Certification Exhibit G Form of ROAP Waiver Letter Exhibit H Form of Aruba Notice Exhibit I Resort Ratings Exhibit J Collection Policy Exhibit K Credit Policy Annex A Second Amended and Restated Standard Definitions Schedule I Schedule of Timeshare Loans Schedule 12.2(e) Pending Litigation/Proceedings THIRD AMENDED AND RESTATED INDENTURE This THIRD AMENDED AND RESTATED INDENTURE, dated as of August 1, 2010 (this “Indenture”), is among BXG TIMESHARE TRUST I, a statutory trust formed under the laws of the State of Delaware, as issuer (the “Issuer”), BLUEGREEN CORPORATION (“Bluegreen”), a Massachusetts corporation, in its capacity as servicer (the “Servicer”), VACATION TRUST, INC., a Florida corporation, as trustee under the Club Trust Agreement (the “Club Trustee”), CONCORD SERVICING CORPORATION, an Arizona corporation, as backup servicer (the “Backup Servicer”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “Indenture Trustee”), paying agent (the “Paying Agent”) and as custodian (the “Custodian”) and BRANCH BANKING AND TRUST COMPANY, a North Carolina corporation, as agent of the Purchasers pursuant to the Note Funding Agreement (the “Agent”) and hereby amends and restates in its entirety that certain second amended and restated indenture, d...
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REPRESENTATIONS AND WARRANTIES AND COVENANTS 68. SECTION 12.1.
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Related to REPRESENTATIONS AND WARRANTIES AND COVENANTS 68

  • Representations and Warranties and Covenants Except for changes permitted or contemplated by this Agreement or the Plan Summary Term Sheet, each of (i) the representations and warranties of the Company contained in Section 3.1, Section 3.2, Section 3.3, Section 3.5, Section 3.20(a) (except for such inaccuracies in Section 3.20(a) caused by sales, purchases or transfers of assets which have been effected in accordance with, subject to the limitations contained in, and not otherwise prohibited by, the terms and conditions in this Agreement, including, without limitation, this Article VII) and Section 3.23 shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct only as of such specific date), (ii) the representations and warranties of the Company contained in Section 3.4 shall be true and correct (except for de minimis inaccuracies) at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specific date, which shall be true and correct (except for de minimis inaccuracies) only as of such specific date) and (iii) the other representations and warranties of the Company contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to “materiality” or “Material Adverse Effect”, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be true and correct only as of the specified date), except for such failures to be true and correct that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect (it being agreed that the condition in this subclause (iii) as it relates to undisclosed liabilities of the Company and its Subsidiaries comprised of Indebtedness shall be deemed to be satisfied if the condition in Section 7.1(p) is satisfied. The Company shall have complied in all material respects with all of its obligations under this Agreement, provided that with respect to its obligations under Section 5.13 and Section 5.14(a), Section 5.14(b) (to the extent applicable) and Section 5.14(c) hereof, the Company shall have complied therewith in all respects. The Company shall have provided to Purchaser a certificate delivered by an executive officer of the Company, acting in his or her official capacity on behalf of the Company, to the effect that the conditions in this clause (c) and the immediately following clause (d) have been satisfied as of the Closing Date and Purchaser shall have received such other evidence of the conditions set forth in this Section 7.1 as it shall reasonably request.

  • Survival of Representations and Warranties and Covenants All representations and warranties made by the parties hereto, and all covenants and other agreements of the parties hereto, in this Subscription Agreement shall survive the Closing.

  • REPRESENTATION, WARRANTIES AND COVENANTS 1. The Borrower hereby represents, warrants, covenants to the Lender as follows:

  • Representations, Warranties and Covenants The Grantors jointly and severally represent, warrant and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that:

  • Representations, Warranties and Covenants of Company The Company represents and warrants to Contractor, and covenants as follow:

  • WARRANTIES, REPRESENTATIONS AND COVENANTS Mortgagor warrants, represents and covenants to Mortgagee as follows:

  • Representations, Warranties and Covenants of the Purchaser The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Trust that:

  • Representations and Warranties; Covenants Each of the Seller and the Servicer hereby makes the representations and warranties, and hereby agrees to perform and observe the covenants, applicable to it set forth in Exhibits III and IV, respectively.

  • Warranties and Covenants In addition to the representations, warranties and covenants contained in this Agreement, the Seller hereby represents, warrants and covenants to the Issuer as follows on the Closing Date:

  • Covenants, Representations and Warranties The General Partner covenants, represents and warrants that the following are presently true, will be true at the time of each Capital Contribution payment made by the Limited Partner and will be true during the term of this Agreement, to the extent then applicable.

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