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 hereto, nor consent to any departure by the 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 and the written consent of the Administrative Agent on behalf of the Required Purchasers is given and, to the extent the Notes are rated, confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notes. The Issuer shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, to the extent any Notes are rated, the Rating 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 Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor acknowledges that in connection with the intended assignment by the Issuer of all of its right, title and interest in and to the Conveyed Timeshare Property to the Indenture Trustee for the benefit of the Noteholders, the Issuer, as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans conveyed 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 hereto, nor consent to any departure by the Depositor 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 and the written consent of the Administrative Agent on behalf of the Required Purchasers is given and, to the extent the Notes are rated, confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notes. The Issuer Depositor shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, to the extent any Notes are rated, the Rating 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 Depositor Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor Seller acknowledges that in connection with the intended assignment by the Issuer Depositor of all of its right, title and interest in and to the Conveyed Timeshare Property to the Indenture Trustee for the benefit of the NoteholdersIssuer, the Issuer, as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans conveyed hereunderfrom the Depositor.

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 heretothereto, nor consent to any departure by the Depositor 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 and hereto, the written consent of the Administrative Agent Securitization Indenture Trustee on behalf of the Required Purchasers Securitization Noteholders is given and, to the extent the Notes are rated, and confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notesa Class of Notes is received. The Issuer Purchaser shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, or cause to be provided to the extent any Notes are rated, Securitization Indenture Trustee and the Rating Agencies 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 Depositor 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 Depositor Each of the Seller and the Servicer acknowledges that in connection with the intended assignment by the Issuer Purchaser of all of its right, title and interest in and to the Conveyed each Timeshare Property Loan to the Securitization Indenture Trustee for the benefit on behalf of the Securitization Noteholders, the Issuer, as 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 conveyed 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 heretothereto, nor consent to any departure by the Depositor 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 and hereto, the written consent of the Administrative Agent Securitization Indenture Trustee on behalf of the Required Purchasers Securitization Noteholders is given and, to the extent the Notes are rated, and confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notesa Class of Notes is received. The Issuer shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, or cause to be provided to the extent any Notes are rated, Securitization Indenture Trustee and the Rating Agencies 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 Depositor Originator in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor Originator acknowledges that in connection with the intended assignment by the Issuer of all of its right, title and interest in and to the Conveyed each Timeshare Property Loan to the Securitization Indenture Trustee for the benefit on behalf of the Securitization Noteholders, the Issuer, as Issuer, Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer Issuer, in part, to purchase the Timeshare Loans conveyed 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 heretothereto, nor consent to any departure by the Depositor 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 and hereto, the written consent of the Administrative Agent Indenture Trustee on behalf of the Required Purchasers Noteholders is given and, to the extent the Notes are rated, and confirmation from the Rating Agencies Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notesa Class of Notes is received. The Issuer Seller and Bluegreen shall provide the Administrative Agent, to the Indenture Trustee, the Noteholders and, to the extent any Notes are rated, Trustee and the Rating Agencies 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 Depositor 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 Depositor Each of the Seller and Bluegreen acknowledges that in connection with the intended assignment by the Issuer Depositor of all of its right, title and interest in and to the Conveyed each Timeshare Property Loan to the Indenture Trustee for the benefit of the Noteholders, the Issuer, as Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans conveyed hereunderfrom 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 heretothereto, nor consent to any departure by the Depositor 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 and hereto, the written consent of the Administrative Agent Securitization Indenture Trustee on behalf of the Required Purchasers Securitization Noteholders is given and, to the extent the Notes are rated, and confirmation from the Rating Agencies Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notesa Class of Notes is received. The Issuer Purchaser shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, or cause to be provided to the extent any Notes are rated, Securitization Indenture Trustee and the Rating Agencies 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 Depositor 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 Depositor Each of the Seller and the Servicer acknowledges that in connection with the intended assignment by the Issuer Purchaser of all of its right, title and interest in and to the Conveyed each Timeshare Property Loan to the Securitization Indenture Trustee for the benefit on behalf of the Securitization Noteholders, the Issuer, as 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 conveyed 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 heretothereto, nor consent to any departure by the Depositor 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 and hereto, the written consent of the Administrative Agent Securitization Indenture Trustee on behalf of the Required Purchasers Securitization Noteholders is given and, to the extent the Notes are rated, and confirmation from the Rating Agencies Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notesa Class of Notes is received. The Issuer shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, or cause to be provided to the extent any Notes are rated, Securitization Indenture Trustee and the Rating Agencies with Agency 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 Depositor Originator in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor Originator acknowledges that in connection with the intended assignment by the Issuer of all of its right, title and interest in and to the Conveyed each Timeshare Property Loan to the Securitization Indenture Trustee for the benefit on behalf of the Securitization Noteholders, the Issuer, as Issuer, Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer Issuer, in part, to purchase the Timeshare Loans conveyed hereunder. The parties hereto agree that all communications, reports, notices and any other item sent to the Rating Agency pursuant to this Agreement shall simultaneously be e-mailed to SXXXXX@xxxxxxxxxxxx.xxx.

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 heretothereto, nor consent to any departure by the Depositor 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 and hereto, the written consent of the Administrative Agent Securitization Indenture Trustee on behalf of the Required Purchasers Securitization Noteholders is given and, to the extent the Notes are rated, and confirmation from the Rating Agencies Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notesa Class of Notes is received. The Issuer shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, or cause to be provided to the extent any Notes are rated, Securitization Indenture Trustee and the Rating Agencies 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 Depositor Originator in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor Originator acknowledges that in connection with the intended assignment by the Issuer of all of its right, title and interest in and to the Conveyed each Timeshare Property Loan to the Securitization Indenture Trustee for the benefit on behalf of the Securitization Noteholders, the Issuer, as Issuer, Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer Issuer, in part, to purchase the Timeshare Loans conveyed 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 heretothereto, nor consent to any departure by the Depositor 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 and hereto, the written consent of the Administrative Agent Securitization Indenture Trustee on behalf of the Required Purchasers Securitization Noteholders is given and, to the extent the Notes are rated, and confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notesa Class of Notes is received. The Issuer shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, or cause to be provided to the extent any Notes are rated, Securitization Indenture Trustee and the Rating 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 Depositor Originator in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor Originator acknowledges that in connection with the intended assignment by the Issuer of all of its right, title and interest in and to the Conveyed each Timeshare Property Loan to the Securitization Indenture Trustee for the benefit on behalf of the Securitization Noteholders, the Issuer, as Issuer, Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer Issuer, in part, to purchase the Timeshare Loans conveyed 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 heretothereto, nor consent to any departure by the Depositor 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 and the written consent of the Administrative Agent on behalf of the Required Purchasers Lender is given and, to the extent the Notes are rated, confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notesgiven. The Issuer Purchaser shall promptly provide the Administrative Agent, the Indenture Trustee, the Noteholders and, to the extent any Notes are rated, the Rating Agencies Trustee with such proposed written 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 Depositor Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor Seller acknowledges that in connection with the intended assignment by the Issuer Purchaser of all of its the Seller's right, title and interest in and to the Conveyed Timeshare Property each Receivable to the Indenture Trustee for the benefit on behalf of the NoteholdersLender, the Issuer, as Issuer, Purchaser intends to issue enter into certain financing and security arrangements with the NotesLender, and the Lender, subject to the terms of such arrangements, shall provide funds to the Purchaser to purchase Receivables hereunder and pursuant to which the ability of the Purchaser to perform hereunder (including its ability to purchase Receivables and to render consents hereunder) shall be subject to the consent of the Lender. Notwithstanding the above, the proceeds obligation of which will the Purchaser to perform hereunder shall not be used diminished by the Issuer to purchase the Timeshare Loans conveyed hereunderexistence 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 heretothereto, nor consent to any departure by the Depositor 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 and the written consent of the Administrative Agent on behalf of the Required Purchasers is given and, to the extent the Notes are rated, confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the a Class of Notes. The Issuer Depositor shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, to the extent any Notes are rated, the Rating 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 Depositor Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor Seller acknowledges that in connection with the intended assignment by the Issuer Depositor of all of its right, title and interest in and to the Conveyed Timeshare Property to the Indenture Trustee for the benefit of the NoteholdersIssuer, the Issuer, as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans conveyed hereunderfrom the Depositor.

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 heretothereto, nor consent to any departure by the 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 and the written consent of the Administrative Agent on behalf of the Required Purchasers is given and, to the extent the Notes are rated, confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the a Class of Notes. The Issuer shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, to the extent any Notes are rated, the Rating 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 Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor acknowledges that in connection with the intended assignment by the Issuer of all of its right, title and interest in and to the Conveyed Timeshare Property to the Indenture Trustee for the benefit of the Noteholders, the Issuer, as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans conveyed hereunder.