Common use of Ratifications Representations and Warranties Clause in Contracts

Ratifications Representations and Warranties. 19.1 The terms and provisions set forth in this Amendment shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Amendment, the terms and provisions of the Loan Agreement and each of the Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9 19.2 Each party comprising Borrower, as set forth in the opening paragraph to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment and any and all other agreements executed and/or delivered in connection herewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, on the part of such Borrower Party, and will not violate (i) the By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii) the By-Laws or Operating Agreement of the general partner of such Borrower Party, as and if applicable. (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this Amendment, the Loan Agreement, and the Loan Documents are true and correct on and as of the Effective Date as though made on and as of such date; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) has occurred and is continuing, unless such Potential Default or Event of Default has been specifically waived in writing by RFC; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such Borrower Party, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such Borrower Party, or (iii) constitute a violation by such Borrower Party of any law or regulation of any jurisdiction applicable to such Borrower Party; and (e) Each Borrower Party hereby represents and warrants that this Amendment was reviewed by such Borrower Party, and acknowledges and agrees that such Borrower Party (i) understands fully the terms of this Amendment and the consequences of the issuance hereof, (ii) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment with, such attorneys and other persons as such Borrower Party may wish, and (iii) has entered into this Amendment of its own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that this Amendment and all information furnished to RFC are made and furnished in good faith, for value and valuable consideration; and this Amendment has not been made or induced by any fraud, duress or undue influence exercised by RFC or any other person.

Ratifications Representations and Warranties. 19.1 5.1. The terms and provisions set forth in this Amendment Waiver Agreement shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this AmendmentWaiver Agreement, the terms and provisions of the Loan Agreement and each of the Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. 5.2. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9 19.2 Each party comprising Borrower, as set forth in Homeland and Parent hereby represent and warrant to Lenders and the opening paragraph to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC as follows: Agent that (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment Waiver Agreement and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, corporate action on the part of such Borrower Party, Homeland and Parent and will not violate (i) the By-Laws, Limited Partnership Agreement, Articles of Incorporation or Operating Agreement Bylaws of such Borrower Party, Homeland or (ii) the By-Laws or Operating Agreement of the general partner of such Borrower Party, as and if applicable. Parent; (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this Amendment, the Loan Agreement, and the Loan Documents Agreement are true and correct on and as of the Effective Date date hereof as though made on and as of such date; ; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) has occurred and is continuing, unless such Potential Default or Event of Default has been specifically waived in writing by RFC; the Required Lenders; (d) Each Borrower Party hereby represents Homeland and warrants that Parent are in full compliance with all covenants and agreements contained in the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such Borrower PartyAgreement, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such Borrower Party, or (iii) constitute a violation by such Borrower Party of any law or regulation of any jurisdiction applicable to such Borrower Partyother than those covenants and agreements expressly waived in this Waiver Agreement; and (e) Each Borrower Party hereby represents and warrants that this Amendment was reviewed by such Borrower Partyneither Homeland nor Parent has paid any CD&R Fee since November 30, and acknowledges and agrees that such Borrower Party 1995; (if) understands fully the terms of this Amendment and the consequences $5,000,000 of the issuance hereofNote Net Proceeds (as defined in the Indenture) from the AWG Sale were reinvested, (ii) has been afforded an opportunity or committed to have this Amendment reviewed bybe reinvested, and to discuss this Amendment with, such attorneys and other persons as such Borrower Party may wish, in Capital Expenditures within 180 days of the closing date of the AWG Sale; and (iiig) has entered into this Amendment of its own free Homeland's 1995 year-end results will and accord and without threat or duress; and not deviate substantially from the projections for such Borrower Party hereby represents and warrants that this Amendment and all information furnished period presented to RFC are made and furnished in good faiththe Lenders at the time the waiver hereunder was requested pursuant to Homeland's letter to the Lenders dated December 28, for value and valuable consideration; and this Amendment has not been made or induced by any fraud, duress or undue influence exercised by RFC or any other person1995.

Ratifications Representations and Warranties. 19.1 5.1 The terms and provisions set forth in this Amendment Agreement shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this AmendmentAgreement, the terms and provisions of the Loan Agreement and each of the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties Parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9. 19.2 Each party comprising Borrower, as set forth in 5.2 The Borrower and the opening paragraph Borrower Affiliates hereby represent and warrant to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC Lender as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment Agreement and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, action on the part of such the Borrower Party, and the Borrower Affiliates and will not violate (i) the By-Laws, Limited Partnership Agreement, or Operating Agreement Regulations of such Borrower Party, the Borrower; or (ii) the By-Laws articles of incorporation or Operating Agreement bylaws of either of the general partner of such Borrower Party, as and if applicable.Affiliates; (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this AmendmentAgreement, the Loan Agreement, Agreement and the Loan Documents are true and correct in all material respects on and as of the Effective Date date hereof as though made on and as of such date; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) has or the Loan Documents have occurred and is or are continuing, unless such Potential Default or Event of Default has been specifically waived in writing by RFCthe Lender; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such the Borrower Partyor either of the Borrower Affiliates, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such the Borrower Partyor either of the Borrower Affiliates, or (iii) constitute a violation by such the Borrower Party or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to such the Borrower Party; andor the Borrower Affiliates; (e) Each Borrower Party hereby represents and warrants that this Amendment Agreement was reviewed by such the Borrower Partyand the Borrower Affiliates, who acknowledge and acknowledges agree that the Borrower and agrees that such the Borrower Party Affiliates (i) understands understand fully the terms of this Amendment Agreement and the consequences of the issuance hereof, (ii) has have been afforded an opportunity to have this Amendment Agreement reviewed by, and to discuss this Amendment Agreement with, such attorneys and other persons as such the Borrower Party or the Borrower Affiliates may wish, and (iii) has have entered into this Amendment Agreement of its their own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that and (f) this Amendment Agreement and all information furnished to RFC the Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment Agreement has not been made or induced by any fraud, duress or undue influence exercised by RFC the Lender, or any other person.

Ratifications Representations and Warranties. 19.1 5.1. The terms and provisions set forth in this Amendment Limited Waiver shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this AmendmentLimited Waiver, the terms and provisions of the Loan Agreement and each of the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties Parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. 5.2. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9 19.2 Each party comprising Borrower, as set forth in The Borrower and the opening paragraph Borrower Affiliates hereby represent and warrant to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC Leader as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment Limited Waiver and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, action on the part of such the Borrower Party, and the Borrower Affiliates and will not violate (i) the By-Laws, Limited Partnership Agreement, or Operating Liability Company Agreement of such Borrower Party, or the Borrower; (ii) the By-Laws articles of incorporation or Operating Agreement bylaws of either of the general partner Borrower Affiliates; or (iii) the operating agreement of such Borrower Party, as and if applicableany managing member of the Borrower. (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this AmendmentLimited Waiver, the Loan Agreement, Agreement and the Loan Documents are true and correct in all material respects on and as of the Effective Date date hereof as though made on and as of such date, except to the extent that breaches thereof are temporarily waived for the period of time specified by this Limited Waiver; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) has or the Loan Documents have occurred and is or are continuing, other than the Specified Interest Payment Default, unless such Potential Default or Event of Default has been specifically waived in writing by RFCthe Lender; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such the Borrower Partyor either of the Borrower Affiliates, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such the Borrower Partyor either of the Borrower Affiliates, or (iii) constitute a violation by such the Borrower Party or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to such the Borrower Party; andor the Borrower Affiliates; (e) Each Borrower Party hereby represents and warrants that this Amendment Limited Waiver was reviewed by such the Borrower Partyand the Borrower Affiliates, who acknowledge and acknowledges agree that the Borrower and agrees that such the Borrower Party Affiliates (i) understands understand fully the terms of this Amendment Limited Waiver and the consequences of the issuance hereof, (ii) has have been afforded an opportunity to have this Amendment Limited Waiver reviewed by, and to discuss this Amendment Limited Waiver with, such attorneys and other persons as such the Borrower Party or the Borrower Affiliates may wish, and (iii) has have entered into this Amendment Limited Waiver of its their own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that ; (f) this Amendment Limited Waiver and all information furnished to RFC the Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment Limited Waiver has not been made or induced by any fraud, duress or undue influence exercised by RFC the Lender, or any other person.; and

Ratifications Representations and Warranties. 19.1 (a) The terms and provisions set forth in this Amendment shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Amendment, the terms and provisions of the Loan Transaction Agreements, as modified by this Agreement and each (whether effective upon execution of this Agreement or upon the Loan Documents Merger Closing), are ratified and confirmed and shall continue in full force and effect. The parties hereto agree Company acknowledges and agrees that each of the Loan Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, validvalid and binding obligation of the Company, binding and enforceable against it in accordance with its their respective terms. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9. 19.2 Each party comprising Borrower, as set forth in the opening paragraph to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”b) The Company hereby represents and warrants to RFC as follows: Xxxx that (ai) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment and any Agreement and all other agreements documents executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, corporate action on the part of such Borrower Party, and will not violate (i) the By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or Company; (ii) the By-Laws or Operating this Agreement and all other documents executed and/or delivered in connection herewith constitute legal, valid and binding obligations of the general partner Company, enforceable against the Company in accordance with its terms; (iii) there is no provision of such Borrower Partylaw, as and if applicable. (b) Each Borrower Party hereby represents and warrants that in the representations and warranties contained in this Amendment, charter or bylaws of the Loan AgreementCompany, and no provision of any existing mortgage, contract, lease, indenture or agreement binding on the Loan Documents are true and correct on and as Company, which would be contravened by the making or delivery of this Agreement or any other document executed and/or delivered in connection herewith, or by the performance or observance of any of the Effective Date as though made on terms hereof or thereof; and as (iv) the execution, delivery and performance of such date; (c) Each Borrower Party hereby represents this Agreement and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) has occurred and is continuing, unless such Potential Default or Event of Default has been specifically waived in writing by RFC; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will and thereby do not (i) violate require any provision approval or consent of, or filing or registration with, any governmental or any other agency or authority, of the organizational documents stockholders, or governing instruments of such Borrower Party, (ii) violate any judgment, order, ruling, injunction, decree or award of any courtother party or, administrative agency if such approval or governmental body againstconsent is required, or binding uponthe same has been obtained; provided, such Borrower Party, or (iii) constitute a violation by such Borrower Party of any law or regulation of any jurisdiction applicable Xxxx acknowledges that the Company may elect to such Borrower Party; and (e) Each Borrower Party hereby represents and warrants that this Amendment was reviewed by such Borrower Party, and acknowledges and agrees that such Borrower Party (i) understands fully include within the terms of this Amendment and the consequences Shareholder Ballot approval of the issuance hereof, of the New Warrants (iiand the New Warrant Shares issuable upon the exercise thereof) has been afforded an opportunity and the representation set forth in this Section 9(b) with respect to have this Amendment reviewed by, and that particular item is subject to discuss this Amendment with, such attorneys and other persons as such Borrower Party may wish, and (iii) has entered into this Amendment of its own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that this Amendment and all information furnished to RFC are made and furnished in good faith, for value and valuable consideration; and this Amendment has not been made or induced by any fraud, duress or undue influence exercised by RFC or any other personcondition.

Ratifications Representations and Warranties. 19.1 5.1. The terms and provisions set forth in this Amendment Agreement shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this AmendmentAgreement, the terms and provisions of the Loan Agreement and each of the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties Parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. 5.2. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9 19.2 Each party comprising Borrower, as set forth in The Borrower and the opening paragraph Borrower Affiliates hereby represent and warrant to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC Lender as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment Agreement and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, action on the part of such the Borrower Party, and the Borrower Affiliates and will not violate (i) the By-Laws, Limited Partnership Agreement, or Operating Agreement Regulations of such Borrower Party, the Borrower; or (ii) the By-Laws articles of incorporation or Operating Agreement bylaws of any of the general partner of such Borrower Party, as and if applicable.Affiliates; (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this AmendmentAgreement, the Loan Agreement, Agreement and the Loan Documents are true and correct in all material respects on and as of the Effective Date date hereof as though made on and as of such date; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) or the Loan Documents has occurred and or is continuing, unless such Potential Default or Event of Default has been specifically waived in writing by RFC; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such the Borrower Partyor either of the Borrower Affiliates, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such the Borrower Partyor either of the Borrower Affiliates, or (iii) constitute a violation by such the Borrower Party or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to such the Borrower Party; andor the Borrower Affiliates; (e) Each Borrower Party hereby represents and warrants that this Amendment Agreement was reviewed by such the Borrower Partyand the Borrower Affiliates, who acknowledge and acknowledges agree that the Borrower and agrees that such the Borrower Party Affiliates (i) understands understand fully the terms of this Amendment Agreement and the consequences of the issuance hereof, (ii) has have been afforded an opportunity to have this Amendment Agreement reviewed by, and to discuss this Amendment Agreement with, such attorneys and other persons as such the Borrower Party or the Borrower Affiliates may wish, and (iii) has have entered into this Amendment Agreement of its their own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that and (f) this Amendment Agreement and all information furnished to RFC the Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment Agreement has not been made or induced by any fraud, duress or undue influence exercised by RFC the Lender, or any other person.

Ratifications Representations and Warranties. 19.1 13.1 The terms and provisions set forth in this Amendment shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Amendment, the terms and provisions of the Loan Agreement and each of the Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9. 19.2 13.2 Each party comprising Borrower, as set forth in the opening paragraph to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC Lender as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment and any and all other agreements executed and/or delivered in connection herewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, on the part of such Borrower Party, and will not violate (i) the By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii) the By-Laws or Operating Agreement of the general partner of such Borrower Party, as and if applicable. (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this Amendment, the Loan Agreement, and the Loan Documents are true and correct on and as of the Effective Date as though made on and as of such date; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) has occurred and is continuing, unless such Potential Default or Event of Default has been specifically waived in writing by RFCLender; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such Borrower Party, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such Borrower Party, or (iii) constitute a violation by such Borrower Party of any law or regulation of any jurisdiction applicable to such Borrower Party; and (e) Each Borrower Party hereby represents and warrants that this Amendment was reviewed by such Borrower Party, and acknowledges and agrees that such Borrower Party (i) understands fully the terms of this Amendment and the consequences of the issuance hereof, (ii) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment with, such attorneys and other persons as such Borrower Party may wish, and (iii) has entered into this Amendment of its own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that this Amendment and all information furnished to RFC Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment has not been made or induced by any fraud, duress or undue influence exercised by RFC Lender or any other person.

Ratifications Representations and Warranties. 19.1 6.1. The terms and provisions set forth in this Amendment Limited Waiver shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this AmendmentLimited Waiver, the terms and provisions of the Loan Agreement and each of the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties Parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. 6.2. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9 19.2 Each party comprising Borrower, as set forth in The Borrower and the opening paragraph Borrower Affiliates hereby represent and warrant to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC Lender as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment Limited Waiver and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, action on the part of such the Borrower Party, and the Borrower Affiliates and will not violate (i) the By-Laws, Limited Partnership Agreement, or Operating Liability Company Agreement of such Borrower Party, or the Borrower; (ii) the By-Laws articles of incorporation or Operating Agreement bylaws of either of the general partner Borrower Affiliates; or (iii) the operating agreement of such Borrower Party, as and if applicableany managing member of the Borrower. (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this AmendmentLimited Waiver, the Loan Agreement, Agreement and the Loan Documents are true and correct in all material respects on and as of the Effective Date date hereof as though made on and as of such date, except to the extent that breaches thereof are temporarily waived for the period of time specified by this Limited Waiver; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) has or the Loan Documents have occurred and is or are continuing, other than the Specified Interest Payment Default, unless such Potential Default or Event of Default has been specifically waived in writing by RFCthe Lender; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such the Borrower Party, or either of the Borrower Affiliates, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such the Borrower Partyor either of the Borrower Affiliates, or (iii) constitute a violation by such the Borrower Party or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to such the Borrower Party; and (e) Each or the Borrower Party hereby represents and warrants that this Amendment was reviewed by such Borrower Party, and acknowledges and agrees that such Borrower Party (i) understands fully the terms of this Amendment and the consequences of the issuance hereof, (ii) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment with, such attorneys and other persons as such Borrower Party may wish, and (iii) has entered into this Amendment of its own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that this Amendment and all information furnished to RFC are made and furnished in good faith, for value and valuable consideration; and this Amendment has not been made or induced by any fraud, duress or undue influence exercised by RFC or any other person.Affiliates;

Ratifications Representations and Warranties. 19.1 5.1. The terms and provisions set forth in this Amendment Agreement shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this AmendmentAgreement, the terms and provisions of the Loan Agreement and each of the other Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties Parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. 5.2. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9 19.2 Each party comprising Borrower, as set forth in The Borrower and the opening paragraph Borrower Affiliates hereby represent and warrant to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC Lender as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment Agreement and any and all other agreements executed and/or delivered in connection herewith or therewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, action on the part of such the Borrower Party, and the Borrower Affiliates and will not violate (i) the By-Laws, Limited Partnership Agreement, or Operating Liability Company Agreement of such Borrower Party, or the Borrower; (ii) the By-Laws articles of incorporation or Operating Agreement bylaws of either of the general partner Borrower Affiliates; or (iii) the operating agreement of such Borrower Party, as and if applicable.any managing member of the Borrower; (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this AmendmentAgreement, the Loan Agreement, Agreement and the Loan Documents are true and correct in all material respects on and as of the Effective Date date hereof as though made on and as of such date; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) has or the Loan Documents have occurred and is or are continuing, unless such Potential Default or Event of Default has been specifically waived in writing by RFC; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such the Borrower Partyor either of the Borrower Affiliates, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such the Borrower Partyor either of the Borrower Affiliates, or (iii) constitute a violation by such the Borrower Party or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to such the Borrower Party; andor the Borrower Affiliates; (e) Each Borrower Party hereby represents and warrants that this Amendment Agreement was reviewed by such the Borrower Partyand the Borrower Affiliates, who acknowledge and acknowledges agree that the Borrower and agrees that such the Borrower Party Affiliates (i) understands understand fully the terms of this Amendment Agreement and the consequences of the issuance hereof, (ii) has have been afforded an opportunity to have this Amendment Agreement reviewed by, and to discuss this Amendment Agreement with, such attorneys and other persons as such the Borrower Party or the Borrower Affiliates may wish, and (iii) has have entered into this Amendment Agreement of its their own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that and (f) this Amendment Agreement and all information furnished to RFC the Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment Agreement has not been made or induced by any fraud, duress or undue influence exercised by RFC the Lender, or any other person.

Ratifications Representations and Warranties. 19.1 The terms As a material inducement to H4BG to purchase the Loan from RFC and provisions set forth in to enter into this Amendment shall supersede all inconsistent terms and provisions set forth in the Loan Agreement andas Lender, except as expressly set forth in this Amendment, the terms and provisions of the Loan Agreement and each of the Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9 19.2 Each party comprising Borrower, as set forth in the opening paragraph to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC as follows: (a) Each Borrower Party hereby represents and warrants to H4BG, individually and as the Lender (with the knowledge and intent that H4BG is relying upon the same (i) in purchasing RFC’s rights under the Loan Agreement and Loan Documents pursuant to the Purchase and Sale Agreement of even date herewith between RFC, as Seller, and H4BG, as Purchaser (the “Purchase Agreement”) and (ii) in entering into this Amendment): 6.1 The execution, delivery and performance of this Amendment and any and all other agreements executed and/or delivered in connection herewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, on the part of such Borrower Party, and will not violate (i) the Articles or Certificate of Incorporation, By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii) the Articles or Certificate of Incorporation, By-Laws Laws, or Operating Agreement of the general partner of such Borrower Party, as and if applicable. (b) Each Borrower Party hereby represents and warrants that the 6.2 The representations and warranties contained in this Amendment, the Loan Agreement, and the Loan Documents are true and correct on and as of the Effective Date as though made on and as of such date;, excluding matters of litigation noted on Schedule 3. (c) Each Borrower Party hereby represents 6.3 The maturity of the Notes has not been accelerated, and warrants that no breach, no Potential Default or Event of Default under the Loan Agreement (as herein amended) ), or failure of performance under any Loan Document has occurred and is continuing. 6.4 The execution, unless such Potential Default or Event of Default has been specifically waived in writing by RFC; (d) Each Borrower Party hereby represents delivery, and warrants that the consummation performance of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such Borrower Party, (iia) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such Borrower Party, or (iiib) constitute a violation by such Borrower Party of any law or regulation of any jurisdiction applicable to such Borrower Party, (c) require any governmental approvals, (d) conflict with, result in a breach of, or constitute a default under any indenture, agreement, or other instrument to which such Borrower Party is a party or by which it or any of its respective properties may be bound; and or (e) Each result in or require the creation or imposition of any Lien upon or with respect to any property encumbered by any of the Collateral Documents or any property now owned or hereafter acquired by such Borrower Party hereby represents and warrants that this (other than Liens created by the Collateral Documents). 6.5 None of the liens or security interests created by the Loan Documents secures any debt, other than the Loan evidenced by the Notes; none of Lender, RFC, Original Lender, or any predecessor or successor in interest to RFC or Original Lender has made any agreement to extend any further credit to be secured by the Deeds of Trust, by liens upon the property described in each such Deed of Trust, or by liens or security interests granted by the other Loan Documents. 6.6 This Amendment was reviewed by such Borrower Party, and such Borrower Party acknowledges and agrees that such Borrower Party (i) understands fully the terms of this Amendment and the consequences of the issuance hereof, (ii) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment with, such attorneys and other persons as such Borrower Party may wish, and (iii) has entered into this Amendment of its own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that this Amendment and all information furnished to RFC Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment has not been made or induced by any fraud, duress or undue influence exercised by RFC Lender or any other person.

Ratifications Representations and Warranties. 19.1 14.1 The terms and provisions set forth in this Amendment shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Amendment, the terms and provisions of the Loan Agreement and each of the Loan Documents are ratified and confirmed and shall continue in full force and effect. The parties hereto agree that the Loan Agreement shall continue to be legal, valid, binding and enforceable in accordance with its terms. FOURTH AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS PAGE 9. 19.2 14.2 Each party comprising Borrower, as set forth in the opening paragraph to this Agreement (hereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) hereby represents and warrants to RFC Lender as follows: (a) Each Borrower Party hereby represents and warrants that the execution, delivery and performance of this Amendment and any and all other agreements executed and/or delivered in connection herewith have been authorized by all requisite corporate, limited liability company, or partnership action, as applicable, on the part of such Borrower Party, and will not violate (i) the By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii) the By-Laws or Operating Agreement of the general partner of such Borrower Party, as and if applicable. (b) Each Borrower Party hereby represents and warrants that the representations and warranties contained in this Amendment, the Loan Agreement, and the Loan Documents are true and correct on and as of the Effective Date as though made on and as of such date; (c) Each Borrower Party hereby represents and warrants that no Potential Default or Event of Default under the Loan Agreement (as herein amended) has occurred and is continuing, unless such Potential Default or Event of Default has been specifically waived in writing by RFCLender; (d) Each Borrower Party hereby represents and warrants that the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of such Borrower Party, (ii) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such Borrower Party, or (iii) constitute a violation by such Borrower Party of any law or regulation of any jurisdiction applicable to such Borrower Party; and (e) Each Borrower Party hereby represents and warrants that this Amendment was reviewed by such Borrower Party, and acknowledges and agrees that such Borrower Party (i) understands fully the terms of this Amendment and the consequences of the issuance hereof, (ii) has been afforded an opportunity to have this Amendment reviewed by, and to discuss this Amendment with, such attorneys and other persons as such Borrower Party may wish, and (iii) has entered into this Amendment of its own free will and accord and without threat or duress; and such Borrower Party hereby represents and warrants that this Amendment and all information furnished to RFC Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment has not been made or induced by any fraud, duress or undue influence exercised by RFC Lender or any other person.