Common use of Ratifications Representations and Warranties Clause in Contracts

Ratifications Representations and Warranties. (a) The terms and provisions of the Transaction Agreements, as modified by this Agreement (whether effective upon execution of this Agreement or upon the Merger Closing), are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees that each of the 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, valid and binding obligation of the Company, enforceable against it in accordance with their respective terms. (b) The Company hereby represents and warrants to Xxxx that (i) the execution, delivery and performance of this Agreement and all other documents executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby have been authorized by all requisite corporate action on the part of the Company; (ii) this Agreement and all other documents executed and/or delivered in connection herewith constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms; (iii) there is no provision of law, in the charter or bylaws of the Company, and no provision of any existing mortgage, contract, lease, indenture or agreement binding on the 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 terms hereof or thereof; and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby do not require any approval or consent of, or filing or registration with, any governmental or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such condition.

Ratifications Representations and Warranties. (a) 5.1. The terms and provisions set forth in this Agreement shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Agreement, the terms and provisions of the Transaction Agreements, as modified by this Loan Agreement (whether effective upon execution and each of this Agreement or upon the Merger Closing), other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees Parties hereto agree that each of the Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Loan Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, valid valid, binding and binding obligation of the Company, enforceable against it in accordance with their respective its terms. 5.2. The Borrower and the Borrower Affiliates hereby represent and warrant to the Lender as follows: (b) The Company hereby represents and warrants to Xxxx that (ia) the execution, delivery and performance of this Agreement and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby or therewith have been authorized by all requisite corporate action on the part of the CompanyBorrower and the Borrower Affiliates and will not violate (i) the Limited Liability Company Agreement of the Borrower; (ii) the articles of incorporation or bylaws of either of the Borrower Affiliates; or (iii) the operating agreement of any managing member of the Borrower; (b) the representations and warranties contained in this Agreement, the Loan Agreement and the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date; (c) no Default or Event of Default under the Loan Agreement or the Loan Documents have occurred or are continuing; (d) the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of the Borrower 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, the Borrower or either of the Borrower Affiliates, or (iii) constitute a violation by the Borrower or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to the Borrower or the Borrower Affiliates; (e) this Agreement was reviewed by the Borrower and the Borrower Affiliates, who acknowledge and agree that the Borrower and the Borrower Affiliates (i) understand fully the terms of this Agreement and the consequences of the issuance hereof, (ii) have been afforded an opportunity to have this Agreement reviewed by, and to discuss this Agreement with, such attorneys and other persons as the Borrower or the Borrower Affiliates may wish, and (iii) have entered into this Agreement of their own free will and accord and without threat or duress; and (f) this Agreement and all other documents executed and/or delivered information furnished to the Lender are made and furnished in connection herewith constitute legalgood faith, valid for value and binding obligations of the Companyvaluable consideration; and this Agreement has not been made or induced by any fraud, enforceable against the Company in accordance with its terms; (iii) there is no provision of law, in the charter duress or bylaws of the Company, and no provision of any existing mortgage, contract, lease, indenture or agreement binding on the Company, which would be contravened undue influence exercised by the making or delivery of this Agreement Lender, or any other document executed and/or delivered in connection herewith, or by the performance or observance of any of the terms hereof or thereof; and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby do not require any approval or consent of, or filing or registration with, any governmental or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such conditionperson.

Ratifications Representations and Warranties. (a) 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 Transaction Agreements, as modified by this Loan Agreement (whether effective upon execution and each of this Agreement or upon the Merger Closing), Loan Documents are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees parties hereto agree that each of the Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Loan Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, valid valid, binding and binding obligation of the Company, enforceable against it in accordance with their respective its terms. 14.2 Each party comprising Borrower, as set forth in the opening paragraph to this Agreement (bhereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) The Company hereby represents and warrants to Xxxx Lender as follows: (a) Each Borrower Party hereby represents and warrants that (i) the execution, delivery and performance of this Agreement Amendment and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby have been authorized by all requisite corporate action corporate, limited liability company, or partnership action, as applicable, on the part of such Borrower Party, and will not violate (i) the Company; By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii) this the By-Laws or Operating Agreement and all other documents executed and/or delivered in connection herewith constitute legal, valid and binding obligations of the Companygeneral partner of such Borrower Party, enforceable against as and if applicable. (b) Each Borrower Party hereby represents and warrants that the Company representations and warranties contained in accordance with its terms; (iii) there is no provision of lawthis Amendment, in the charter or bylaws Loan Agreement, and the Loan Documents are true and correct on and as of the CompanyEffective 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 Lender; (d) Each Borrower Party hereby represents and no provision warrants that the consummation of any existing mortgage, contract, lease, indenture or agreement binding on the 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 terms hereof or thereof; and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby do will not require (i) violate any approval provision of the organizational documents or consent ofgoverning 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 filing binding upon, such Borrower Party, or registration (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 Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment has not been made or induced by any governmental fraud, duress or undue influence exercised by Lender or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such conditionperson.

Ratifications Representations and Warranties. (a) 5.1. The terms and provisions set forth in this Limited Waiver shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Limited Waiver, the terms and provisions of the Transaction Agreements, as modified by this Loan Agreement (whether effective upon execution and each of this Agreement or upon the Merger Closing), other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees Parties hereto agree that each of the Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Loan Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, valid valid, binding and binding obligation of the Company, enforceable against it in accordance with their respective its terms. 5.2. The Borrower and the Borrower Affiliates hereby represent and warrant to the Leader as follows: (b) The Company hereby represents and warrants to Xxxx that (ia) the execution, delivery and performance of this Agreement Limited Waiver and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby or therewith have been authorized by all requisite corporate action on the part of the CompanyBorrower and the Borrower Affiliates and will not violate (i) the Limited Liability Company Agreement of the Borrower; (ii) this Agreement and all other documents executed and/or delivered in connection herewith constitute legal, valid and binding obligations the articles of incorporation or bylaws of either of the Company, enforceable against the Company in accordance with its termsBorrower Affiliates; or (iii) there is no provision the operating agreement of law, in the charter or bylaws any managing member of the CompanyBorrower. (b) the representations and warranties contained in this Limited Waiver, the Loan Agreement and the Loan Documents are true and correct in all material respects on and as of the 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) no provision Default or Event of any existing mortgageDefault under the Loan Agreement or the Loan Documents have occurred or are continuing, contractother than the Specified Interest Payment Default, lease, indenture unless such Default or agreement binding on the Company, which would be contravened Event of Default has been specifically waived in writing 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 terms hereof or thereof; and Lender; (ivd) the execution, delivery and performance consummation of this Agreement and the transactions contemplated hereby and thereby do will not require (i) violate any approval provision of the organizational documents or consent ofgoverning instruments of the Borrower 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 filing binding upon, the Borrower or registration either of the Borrower Affiliates, or (iii) constitute a violation by the Borrower or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to the Borrower or the Borrower Affiliates; (e) this Limited Waiver was reviewed by the Borrower and the Borrower Affiliates, who acknowledge and agree that the Borrower and the Borrower Affiliates (i) understand fully the terms of this Limited Waiver and the consequences of the issuance hereof, (ii) have been afforded an opportunity to have this Limited Waiver reviewed by, and to discuss this Limited Waiver with, such attorneys and other persons as the Borrower or the Borrower Affiliates may wish, and (iii) have entered into this Limited Waiver of their own free will and accord and without threat or duress; (f) this Limited Waiver and all information furnished to the Lender are made and furnished in good faith, for value and valuable consideration; and this Limited Waiver has not been made or induced by any governmental fraud, duress or undue influence exercised by the Lender, or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtainedperson; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such condition.and

Ratifications Representations and Warranties. (a) 5.1 The terms and provisions set forth in this Agreement shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Agreement, the terms and provisions of the Transaction Agreements, as modified by this Loan Agreement (whether effective upon execution and each of this Agreement or upon the Merger Closing), other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees Parties hereto agree that each of the Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Loan Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, valid valid, binding and binding obligation of the Company, enforceable against it in accordance with their respective its terms. 5.2 The Borrower and the Borrower Affiliates hereby represent and warrant to the Lender as follows: (b) The Company hereby represents and warrants to Xxxx that (ia) the execution, delivery and performance of this Agreement and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby or therewith have been authorized by all requisite corporate action on the part of the CompanyBorrower and the Borrower Affiliates and will not violate (i) the Regulations of the Borrower; or (ii) the articles of incorporation or bylaws of either of the Borrower Affiliates; (b) the representations and warranties contained in this Agreement, the Loan Agreement and the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date; (c) no Default or Event of Default under the Loan Agreement or the Loan Documents have occurred or are continuing, unless such Default or Event of Default has been specifically waived in writing by the Lender; (d) the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of the Borrower 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, the Borrower or either of the Borrower Affiliates, or (iii) constitute a violation by the Borrower or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to the Borrower or the Borrower Affiliates; (e) this Agreement was reviewed by the Borrower and the Borrower Affiliates, who acknowledge and agree that the Borrower and the Borrower Affiliates (i) understand fully the terms of this Agreement and the consequences of the issuance hereof, (ii) have been afforded an opportunity to have this Agreement reviewed by, and to discuss this Agreement with, such attorneys and other persons as the Borrower or the Borrower Affiliates may wish, and (iii) have entered into this Agreement of their own free will and accord and without threat or duress; and (f) this Agreement and all other documents executed and/or delivered information furnished to the Lender are made and furnished in connection herewith constitute legalgood faith, valid for value and binding obligations of the Companyvaluable consideration; and this Agreement has not been made or induced by any fraud, enforceable against the Company in accordance with its terms; (iii) there is no provision of law, in the charter duress or bylaws of the Company, and no provision of any existing mortgage, contract, lease, indenture or agreement binding on the Company, which would be contravened undue influence exercised by the making or delivery of this Agreement Lender, or any other document executed and/or delivered in connection herewith, or by the performance or observance of any of the terms hereof or thereof; and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby do not require any approval or consent of, or filing or registration with, any governmental or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such conditionperson.

Ratifications Representations and Warranties. (a) 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 Transaction Agreements, as modified by this Loan Agreement (whether effective upon execution and each of this Agreement or upon the Merger Closing), Loan Documents are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees parties hereto agree that each of the Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Loan Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, valid valid, binding and binding obligation of the Company, enforceable against it in accordance with their respective 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 (bhereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) The Company hereby represents and warrants to Xxxx RFC as follows: (a) Each Borrower Party hereby represents and warrants that (i) the execution, delivery and performance of this Agreement Amendment and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby have been authorized by all requisite corporate action corporate, limited liability company, or partnership action, as applicable, on the part of such Borrower Party, and will not violate (i) the Company; By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii) this the By-Laws or Operating Agreement and all other documents executed and/or delivered in connection herewith constitute legal, valid and binding obligations of the Companygeneral partner of such Borrower Party, enforceable against as and if applicable. (b) Each Borrower Party hereby represents and warrants that the Company representations and warranties contained in accordance with its terms; (iii) there is no provision of lawthis Amendment, in the charter or bylaws Loan Agreement, and the Loan Documents are true and correct on and as of the CompanyEffective 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 no provision warrants that the consummation of any existing mortgage, contract, lease, indenture or agreement binding on the 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 terms hereof or thereof; and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby do will not require (i) violate any approval provision of the organizational documents or consent ofgoverning 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 filing binding upon, such Borrower Party, or registration (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 governmental fraud, duress or undue influence exercised by RFC or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such conditionperson.

Ratifications Representations and Warranties. (a) 5.1. The terms and provisions set forth in this Agreement shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Agreement, the terms and provisions of the Transaction Agreements, as modified by this Loan Agreement (whether effective upon execution and each of this Agreement or upon the Merger Closing), other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees Parties hereto agree that each of the Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Loan Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, valid valid, binding and binding obligation of the Company, enforceable against it in accordance with their respective its terms. 5.2. The Borrower and the Borrower Affiliates hereby represent and warrant to the Lender as follows: (b) The Company hereby represents and warrants to Xxxx that (ia) the execution, delivery and performance of this Agreement and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby or therewith have been authorized by all requisite corporate action on the part of the CompanyBorrower and the Borrower Affiliates and will not violate (i) the Regulations of the Borrower; or (ii) the articles of incorporation or bylaws of any of the Borrower Affiliates; (b) the representations and warranties contained in this Agreement, the Loan Agreement and the Loan Documents are true and correct in all material respects on and as of the date hereof as though made on and as of such date; (c) no Default or Event of Default under the Loan Agreement or the Loan Documents has occurred or is continuing; (d) the consummation of the transactions contemplated hereby will not (i) violate any provision of the organizational documents or governing instruments of the Borrower 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, the Borrower or either of the Borrower Affiliates, or (iii) constitute a violation by the Borrower or the Borrower Affiliates of any law or regulation of any jurisdiction applicable to the Borrower or the Borrower Affiliates; (e) this Agreement was reviewed by the Borrower and the Borrower Affiliates, who acknowledge and agree that the Borrower and the Borrower Affiliates (i) understand fully the terms of this Agreement and the consequences of the issuance hereof, (ii) have been afforded an opportunity to have this Agreement reviewed by, and to discuss this Agreement with, such attorneys and other persons as the Borrower or the Borrower Affiliates may wish, and (iii) have entered into this Agreement of their own free will and accord and without threat or duress; and (f) this Agreement and all other documents executed and/or delivered information furnished to the Lender are made and furnished in connection herewith constitute legalgood faith, valid for value and binding obligations of the Companyvaluable consideration; and this Agreement has not been made or induced by any fraud, enforceable against the Company in accordance with its terms; (iii) there is no provision of law, in the charter duress or bylaws of the Company, and no provision of any existing mortgage, contract, lease, indenture or agreement binding on the Company, which would be contravened undue influence exercised by the making or delivery of this Agreement Lender, or any other document executed and/or delivered in connection herewith, or by the performance or observance of any of the terms hereof or thereof; and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby do not require any approval or consent of, or filing or registration with, any governmental or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such conditionperson.

Ratifications Representations and Warranties. (a) The terms As a material inducement to H4BG to purchase the Loan from RFC and provisions of the Transaction Agreementsto enter into this Amendment as Lender, as modified by this Agreement (whether effective upon execution of this Agreement or upon the Merger Closing), are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees that each of the 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, valid and binding obligation of the Company, enforceable against it in accordance with their respective terms. (b) The Company Borrower Party hereby represents and warrants to Xxxx 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 Agreement Amendment and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby have been authorized by all requisite corporate action corporate, limited liability company, or partnership action, as applicable, on the part of such Borrower Party, and will not violate (i) the Company; Articles or Certificate of Incorporation, By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii) this the Articles or Certificate of Incorporation, By-Laws, or Operating Agreement and all other documents executed and/or delivered in connection herewith constitute legal, valid and binding obligations of the Companygeneral partner of such Borrower Party, enforceable against as and if applicable. 6.2 The representations and warranties contained in this Amendment, the Company in accordance with its terms; (iii) there is no provision of lawLoan Agreement, in and the charter or bylaws Loan Documents are true and correct on and as of the CompanyEffective Date as though made on and as of such date, excluding matters of litigation noted on Schedule 3. 6.3 The maturity of the Notes has not been accelerated, and no provision breach, no Potential Default or Event of any existing mortgage, contract, lease, indenture or agreement binding on Default under the Company, which would be contravened by the making or delivery of this Loan Agreement or any other document executed and/or delivered in connection herewith(as herein amended), or by the failure of performance or observance of under any of the terms hereof or thereof; Loan Document has occurred and (iv) the is continuing. 6.4 The execution, delivery delivery, and performance of this Agreement and the transactions contemplated hereby and thereby do will not (a) violate any judgment, order, ruling, injunction, decree or award of any court, administrative agency or governmental body against, or binding upon, such Borrower Party, (b) constitute a violation by such Borrower Party of any law or regulation of any jurisdiction applicable to such Borrower Party, (c) require any approval or consent governmental approvals, (d) conflict with, result in a breach of, or filing constitute a default under any indenture, agreement, or registration other instrument to which such Borrower Party is a party or by which it or any of its respective properties may be bound; or (e) 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 (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 Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment has not been made or induced by any governmental fraud, duress or undue influence exercised by Lender or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such conditionperson.

Ratifications Representations and Warranties. (a) 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 Transaction Agreements, as modified by this Loan Agreement (whether effective upon execution and each of this Agreement or upon the Merger Closing), Loan Documents are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees parties hereto agree that each of the Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Loan Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, valid valid, binding and binding obligation of the Company, enforceable against it in accordance with their respective its terms. 13.2 Each party comprising Borrower, as set forth in the opening paragraph to this Agreement (bhereafter, a “Borrower Party” and collectively with Bluegreen, the “Borrower Parties”) The Company hereby represents and warrants to Xxxx Lender as follows: (a) Each Borrower Party hereby represents and warrants that (i) the execution, delivery and performance of this Agreement Amendment and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby have been authorized by all requisite corporate action corporate, limited liability company, or partnership action, as applicable, on the part of such Borrower Party, and will not violate (i) the Company; By-Laws, Limited Partnership Agreement, or Operating Agreement of such Borrower Party, or (ii) this the By-Laws or Operating Agreement and all other documents executed and/or delivered in connection herewith constitute legal, valid and binding obligations of the Companygeneral partner of such Borrower Party, enforceable against as and if applicable. (b) Each Borrower Party hereby represents and warrants that the Company representations and warranties contained in accordance with its terms; (iii) there is no provision of lawthis Amendment, in the charter or bylaws Loan Agreement, and the Loan Documents are true and correct on and as of the CompanyEffective 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 Lender; (d) Each Borrower Party hereby represents and no provision warrants that the consummation of any existing mortgage, contract, lease, indenture or agreement binding on the 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 terms hereof or thereof; and (iv) the execution, delivery and performance of this Agreement and the transactions contemplated hereby and thereby do will not require (i) violate any approval provision of the organizational documents or consent ofgoverning 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 filing binding upon, such Borrower Party, or registration (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 Lender are made and furnished in good faith, for value and valuable consideration; and this Amendment has not been made or induced by any governmental fraud, duress or undue influence exercised by Lender or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such conditionperson.

Ratifications Representations and Warranties. (a) 5.1. The terms and provisions set forth in this Waiver Agreement shall supersede all inconsistent terms and provisions set forth in the Agreement and, except as expressly set forth in this Waiver Agreement, the terms and provisions of the Transaction Agreements, as modified by this Agreement (whether effective upon execution of this Agreement or upon the Merger Closing), are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees parties hereto agree that each of the 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, valid valid, binding and binding obligation of the Company, enforceable against it in accordance with their respective its terms. (b) The Company 5.2. Homeland and Parent hereby represents represent and warrants warrant to Xxxx Lenders and the Agent that (ia) the execution, delivery and performance of this Waiver Agreement and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby or therewith have been authorized by all requisite corporate action on the part of Homeland and Parent and will not violate the CompanyArticles of Incorporation or Bylaws of Homeland or Parent; (iib) this the representations and warranties contained in the Agreement are true and all other documents executed and/or delivered in connection herewith constitute legal, valid correct on and binding obligations as of the Company, enforceable against the Company in accordance with its termsdate hereof as though made on and as of such date; (iiic) there no Default or Event of Default under the Agreement has occurred and is no provision continuing, unless such Default or Event of lawDefault has been specifically waived in writing by the Required Lenders; (d) Homeland and Parent are in full compliance with all covenants and agreements contained in the Agreement, other than those covenants and agreements expressly waived in this Waiver Agreement; (e) neither Homeland nor Parent has paid any CD&R Fee since November 30, 1995; (f) $5,000,000 of the Note Net Proceeds (as defined in the Indenture) from the AWG Sale were reinvested, or committed to be reinvested, in the charter or bylaws Capital Expenditures within 180 days of the Company, and no provision of any existing mortgage, contract, lease, indenture or agreement binding on the 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 closing date of the terms hereof or thereofAWG Sale; and (ivg) Homeland's 1995 year-end results will not deviate substantially from the executionprojections for such period presented to the Lenders at the time the waiver hereunder was requested pursuant to Homeland's letter to the Lenders dated December 28, delivery and performance of this Agreement and the transactions contemplated hereby and thereby do not require any approval or consent of, or filing or registration with, any governmental or any other agency or authority, of stockholders, or of any other party or, if such approval or consent is required, the same has been obtained; provided, Xxxx acknowledges that the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such condition1995.

Ratifications Representations and Warranties. (a) 6.1. The terms and provisions set forth in this Limited Waiver shall supersede all inconsistent terms and provisions set forth in the Loan Agreement and, except as expressly set forth in this Limited Waiver, the terms and provisions of the Transaction Agreements, as modified by this Loan Agreement (whether effective upon execution and each of this Agreement or upon the Merger Closing), other Loan Documents are ratified and confirmed and shall continue in full force and effect. The Company acknowledges and agrees Parties hereto agree that each of the Transaction Agreements, as previously amended and as amended hereby (whether effective upon execution of this Loan Agreement or upon the Merger Closing), is and shall remain in full force and effect and is and shall continue to be the legal, valid valid, binding and binding obligation of the Company, enforceable against it in accordance with their respective its terms. 6.2. The Borrower and the Borrower Affiliates hereby represent and warrant to the Lender as follows: (b) The Company hereby represents and warrants to Xxxx that (ia) the execution, delivery and performance of this Agreement Limited Waiver and any and all other documents agreements executed and/or delivered in connection herewith and all transactions and documents contemplated hereby and thereby or therewith have been authorized by all requisite corporate action on the part of the CompanyBorrower and the Borrower Affiliates and will not violate (i) the Limited Liability Company Agreement of the Borrower; (ii) this Agreement and all other documents executed and/or delivered in connection herewith constitute legal, valid and binding obligations the articles of incorporation or bylaws of either of the Company, enforceable against the Company in accordance with its termsBorrower Affiliates; or (iii) there is no provision the operating agreement of law, in the charter or bylaws any managing member of the CompanyBorrower. (b) the representations and warranties contained in this Limited Waiver, the Loan Agreement and the Loan Documents are true and correct in all material respects on and as of the 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) no provision Default or Event of any existing mortgageDefault under the Loan Agreement or the Loan Documents have occurred or are continuing, contractother than the Specified Interest Payment Default, lease, indenture unless such Default or agreement binding on the Company, which would be contravened Event of Default has been specifically waived in writing 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 terms hereof or thereof; and Lender; (ivd) the execution, delivery and performance consummation of this Agreement and the transactions contemplated hereby and thereby do will not require (i) violate any approval provision of the organizational documents or consent ofgoverning instruments of the Borrower 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 filing binding upon, the Borrower or registration with, any governmental or any other agency or authority, either of stockholdersthe Borrower Affiliates, or (iii) constitute a violation by the Borrower or the Borrower Affiliates of any other party or, if such approval law or consent is required, regulation of any jurisdiction applicable to the same has been obtained; provided, Xxxx acknowledges that Borrower or the Company may elect to include within the Shareholder Ballot approval of the issuance of the New Warrants (and the New Warrant Shares issuable upon the exercise thereof) and the representation set forth in this Section 9(b) with respect to that particular item is subject to such condition.Borrower Affiliates;