Except as disclosed to Lender in the Litigation Summary attached hereto as Exhibit C approved by Lender, there shall be no bankruptcy, foreclosure action or other material litigation or judgments pending or outstanding against Borrower, the Guarantor or any Affiliates (each a " Material Party "), or the Timeshare Project .  Material litigation shall not include matters in which (a) a Material Party is plaintiff and no counterclaim is pending or (b) Lender determines in its sole discretion that such litigation is immaterial due to settlement, insurance coverage, frivolity or amount of claim.