Common use of Amendments; Consents and Waivers Clause in Contracts

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller Issuer shall provide the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller Depositor acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each Timeshare Loan to the IssuerIndenture Trustee on behalf of the Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementhereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller or Bluegreen from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller and Bluegreen shall provide to the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller or Bluegreen in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Each of the Seller and Bluegreen acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee Funding Agents on behalf of the Noteholders Required Purchasers (covering matters of the type referred to in Section 9.1 of the Indenture) or the written consent of the Required Purchasers (on all other matters) is given and and, to the extent the Notes are rated, confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of the Notes is received. The Seller Issuer shall provide the Indenture Trustee and each Funding Agents and, to the extent the Notes are rated, the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller Depositor acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each Timeshare Loan to the IssuerIndenture Trustee on behalf of the Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementhereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each the Rating Agency Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller Issuer shall provide the Indenture Trustee and each the Rating Agency Agencies with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller Depositor acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each Timeshare Loan to the IssuerIndenture Trustee on behalf of the Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementhereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee Funding Agents on behalf of the Noteholders Required Purchasers (covering matters of the type referred to in Section 9.1 of the Indenture) or the written consent of the Required Purchasers (on all other matters) is given and and, to the extent the Notes are rated, confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of the Notes is received. The Seller shall provide the Indenture Trustee and each Funding Agents and, to the extent the Notes are rated, the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller Originator from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, hereto and the written consent of the Securitization Indenture Trustee on behalf of the Securitization Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is receivedgiven. The Seller Issuer shall provide or cause to be provided to the Securitization Indenture Trustee and each Rating Agency with any such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller Originator in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller Originator acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each Timeshare Loan to the IssuerSecuritization Indenture Trustee on behalf of the Securitization Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer Issuer, in part, to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementhereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee Agent on behalf of the Noteholders Required Purchasers (covering matters of the type referred to in Section 9.1 of the Indenture) or the written consent of the Required Purchasers (on all other matters) is given and and, to the extent any Notes are rated, confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller Issuer shall provide the Indenture Trustee and each Agent and, to the extent any Notes are rated, the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller Depositor acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each Timeshare Loan to the IssuerIndenture Trustee on behalf of the Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementhereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each the Rating Agency Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each the Rating Agency Agencies with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee Agent on behalf of the Noteholders Required Purchasers (covering matters of the type referred to in Section 9.1 of the Indenture) or the written consent of the Required Purchasers (on all other matters) is given and and, to the extent any Notes are rated, confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each Agent and, to the extent any Notes are rated, the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller Issuer shall provide the Indenture Trustee and each the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller Depositor acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each Timeshare Loan to the IssuerIndenture Trustee on behalf of the Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementhereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, KL2 2776978.7 instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, hereto and the written consent of the Indenture Trustee on behalf for the benefit of the Noteholders is given and confirmation is received from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is receivedthe Notes. The Seller Issuer shall provide the Indenture Trustee and each the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each the Conveyed Timeshare Loan Property to the Indenture Trustee for the benefit of the Noteholders, the Issuer, the Issuer as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementconveyed hereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, hereto and the written consent of the Indenture Trustee on behalf for the benefit of the Noteholders is given and confirmation is received from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is receivedthe Notes. The Seller Issuer shall provide the Indenture Trustee and each the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each the Conveyed Timeshare Loan Property to the Indenture Trustee for the benefit of the Noteholders, the Issuer, the Issuer as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementconveyed hereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Required Noteholders is given and and, to the extent the Notes are rated, confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of the Notes is received, provided, however, that any modification, amendment or waiver of, or with respect to Schedule I hereto shall not be effective unless the written consent of each Funding Agent is obtained. The Seller shall provide the Indenture Trustee and each Funding Agents and, to the extent the Notes are rated, the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, hereto and the written consent of the Indenture Trustee on behalf for the benefit of the Noteholders is given and confirmation is received from each the Rating Agency Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is receivedthe Notes. The Seller Issuer shall provide the Indenture Trustee and each the Rating Agency Agencies with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in KL2 2869714.8 and to each the Conveyed Timeshare Loan Property to the Indenture Trustee for the benefit of the Noteholders, the Issuer, the Issuer as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementconveyed hereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Required Noteholders is given and and, to the extent the Notes are rated, confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of the Notes is received, provided, however, that any modification, amendment or waiver of, or with respect to Schedule I hereto shall not be effective unless the written consent of each Funding Agent is obtained. The Seller Issuer shall provide the Indenture Trustee and each Funding Agents and, to the extent the Notes are rated, the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller Depositor acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each Timeshare Loan to the IssuerIndenture Trustee on behalf of the Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementhereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller or the Servicer from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, hereto and the written consent of the Securitization Indenture Trustee on behalf of the Securitization Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is receivedgiven. The Seller Purchaser shall provide or cause to be provided to the Securitization Indenture Trustee and each Rating Agency with any such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller or Servicer in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Each of the Seller and the Servicer acknowledges that in connection with the intended assignment by the Depositor Purchaser of all of its right, title and interest in and to each Timeshare Loan to the IssuerSecuritization Indenture Trustee on behalf of the Securitization Noteholders, the Issuer Purchaser intends to issue the Notes, the proceeds of which will be used by the Issuer Purchaser, in part, to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementhereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, KL2 2906190.5 instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, hereto and the written consent of the Indenture Trustee on behalf for the benefit of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is receivedgiven. The Seller Issuer shall provide the Indenture Trustee and each the Rating Agency Agencies with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each the Conveyed Timeshare Loan Property to the Indenture Trustee for the benefit of the Noteholders, the Issuer, the Issuer as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementconveyed hereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, hereto and the written consent of the Indenture Trustee on behalf of the Noteholders Lender is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waiversgiven. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor Purchaser of all of its the Seller's right, title and interest in and to each Timeshare Commercial Loan to the IssuerLender, the Issuer Purchaser intends to issue enter into certain financing and security arrangements with the NotesLender, and the proceeds of which will be used by the Issuer Lender, subject to purchase the Timeshare Loans from the Depositor under the terms of such arrangements, shall provide funds to the Sale AgreementPurchaser to purchase Commercial Loans hereunder and pursuant to which the ability of the Purchaser to perform hereunder (including its ability to purchase Commercial Loans and to render consents hereunder) shall be subject to the consent of the Lender. Notwithstanding the above, the obligation of the Purchaser to perform hereunder shall not be diminished by the existence of such arrangements.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each the Rating Agency Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller Issuer shall provide the Indenture Trustee and each the Rating Agency Agencies with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller Depositor acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each Timeshare Loan and Closing Date Eligible Investment to the IssuerIndenture Trustee on behalf of the Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from and Closing Date Eligible Investments hereunder. Notwithstanding anything to the Depositor under contrary in this Section 13, no amendment shall cause the terms Issuer to fail to be treated as a "qualified special purpose entity" as defined in Statement of the Sale AgreementFinancial Accounting Standards No. 140 (or any successor Statement of Financial Accounting Standard).

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each the Rating Agency Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each the Rating Agency Agencies with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan and Closing Date Eligible Investment to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans and the Closing Date Eligible Investments from the Depositor under the terms of the Sale Agreement. Notwithstanding anything to the contrary in this Section 13, no amendment shall cause the Issuer to fail to be treated as a "qualified special purpose entity" as defined in Statement of Financial Accounting Standards No. 140 (or any successor Statement of Financial Accounting Standard).

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, hereto and the written consent of the Indenture Trustee on behalf for the benefit of the Noteholders is given and confirmation is received from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is receivedthe Notes. The Seller Issuer shall provide the Indenture Trustee and each the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in 17 and to each the Conveyed Timeshare Loan Property to the Indenture Trustee for the benefit of the Noteholders, the Issuer, the Issuer as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreementconveyed hereunder.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each the Rating Agency Agencies, that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each the Rating Agency Agencies with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor Purchaser of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor Purchaser under the terms of the Sale Agreement.

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller Issuer shall provide the Indenture Trustee and each the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller Depositor acknowledges that in connection with the intended assignment by the Depositor Issuer of all of its right, title and interest in and to each Timeshare Loan and Closing Date Eligible Investment to the IssuerIndenture Trustee on behalf of the Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from and Closing Date Eligible Investments hereunder. Notwithstanding anything to the Depositor under contrary in this Section 13, no amendment shall cause the terms Issuer to fail to be treated as a “qualified special purpose entity” as defined in Statement of the Sale AgreementFinancial Accounting Standards No. 140 (or any successor Statement of Financial Accounting Standard).

Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each the Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each the Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan and Closing Date Eligible Investment to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans and the Closing Date Eligible Investments from the Depositor under the terms of the Sale Agreement. Notwithstanding anything to the contrary in this Section 13, no amendment shall cause the Issuer to fail to be treated as a “qualified special purpose entity” as defined in Statement of Financial Accounting Standards No. 140 (or any successor Statement of Financial Accounting Standard).