Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller shall provide the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Seller acknowledges that in connection with the intended assignment by the Depositor of all of its right, title and interest in and to each Timeshare Loan to the Issuer, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans from the Depositor under the terms of the Sale Agreement.
Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered hereto, nor consent to any departure by the Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto and the written consent of the Administrative Agent on behalf of the Required Purchasers is given and, to the extent the Notes are rated, confirmation from the Rating Agencies that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to the Notes. The Issuer shall provide the Administrative Agent, the Indenture Trustee, the Noteholders and, to the extent any Notes are rated, the Rating Agencies with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Depositor in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. The Depositor acknowledges that in connection with the intended assignment by the Issuer of all of its right, title and interest in and to the Conveyed Timeshare Property to the Indenture Trustee for the benefit of the Noteholders, the Issuer, as Issuer, intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans conveyed hereunder.
Amendments; Consents and Waivers. (a) Except as otherwise expressly provided and subject to the rights assigned by Lessor to Collateral Agent hereunder, neither this Agreement nor any other Operative Document (other than the Limited Partnership Agreement) nor any terms hereof or thereof may be amended, supplemented, waived or modified without the written agreement and consent of the parties thereto and Lessee, provided that where the consent of Indenture Trustee, or Tranche B Lenders is required, such consent (except as provided below) may be given by (x) Indenture Trustee acting on behalf of Majority Tranche A Noteholders, or (y) Administrative Agent acting on behalf of Majority Tranche B Lenders, as the case may be, and any such consent shall be binding in the case of clause (x) on Indenture Trustee and all Tranche A Noteholders, and in the case of clause (y), on all Tranche B Lenders, provided further, that no such amendment, modification, waiver or supplement shall, (i) without the consent of a Tranche A Noteholder (A), extend the final scheduled maturity of such Tranche A Note, or reduce the rate or extend the time of payment of interest thereon (except (x) in connection with the waiver of applicability of any post-default increase in interest rates and (y) that any amendment or modification that is agreed to by Indenture Trustee acting on behalf of Majority Tranche A Noteholders directly affected thereby to the financial definitions in the Operative Documents shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A) notwithstanding the fact that such amendment or modification would otherwise actually result in such a reduction, so long as the primary purpose (as determined in good faith by Lessee and Administrative Agent) of the respective amendment or modification was not to decrease the pricing pursuant to this Agreement and the other Operative Documents), or reduce the principal amount thereof (except to the extent repaid in cash), (B) release all or substantially all of Collateral Agent's interest in the Lessor Collateral (except as expressly provided herein), (C) reduce the percentage specified in the definition of Majority Tranche A Noteholders or (D) amend this Section 12.2 (other than clauses (ii) through (vi) of this Section 12.2(a)), (ii) without the consent of a Tranche B Lender (A) extend the final scheduled maturity of its Tranche B Loan or extend the time of payment of interest thereon (except (x) in connection with the waiver of a...
Amendments; Consents and Waivers. If an Obligor requests any amendment, consent or waiver in accordance with Clause 43 (Amendments), the relevant Obligor shall, on demand of the Facility Agent, reimburse the Finance Parties for all third party costs and expenses (including legal fees) incurred by any of the Finance Parties in responding to or complying with such request.
Amendments; Consents and Waivers. So long as the Note shall be pledged with the Trustee under the Indenture (a) this Agreement may be modified, altered, supplemented or amended upon the execution and delivery of a written amendment by the parties hereto pursuant to Article XVIII of the Original Indenture, (b) any covenant or other condition of this Agreement may be waived as and to the extent permitted in Section 11.02 of the Original Indenture and (c) any default under this Agreement and its consequences may be waived as and to the extent permitted in said Section 11.02 of the Original Indenture.
Amendments; Consents and Waivers. (A) Except as otherwise provided in subsection 8.2, this subsection 8.3 or in subsection 9.2 and except as to matters set forth in other subsections hereof or in any other Loan Document as requiring only Agent's consent, the consent of Requisite Lenders and Borrower will be required to amend, modify, terminate, or waive any provision of this Agreement or any of the other Loan Documents. The consent of Borrower shall constitute consent of all of its Subsidiaries.
(B) In the event Agent requests the consent of a Lender and does not receive a written consent or denial thereof within ten (10) Business Days after such Lender's receipt of such request, then such Lender will be deemed to have denied the giving of such consent.
(C) If, in connection with any proposed amendment, modification, termination or waiver of any of the provisions of this Agreement requiring the consent or approval of all Lenders under subsection 9.2, the consent of Requisite Lenders is obtained but the consent of one or more other Lenders whose consent is required is not obtained, then Borrower shall have the right, so long as all such non-consenting Lenders are either replaced or prepaid as described in clauses (A) or (B) below, to either (A) replace the non-consenting Lenders with one or more Replacement Lenders pursuant to subsection 1.10(A) so long as each such Replacement Lender consents to the proposed amendment, modification, termination or waiver or (B) prepay in full the Obligations of the non-consenting Lenders and terminate the non-consenting Lenders' Pro Rata Shares of the Revolving Loan Commitment in accordance with subsection 1.10(B).
Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto and the written consent of the Indenture Trustee for the benefit of the Noteholders is given. The Issuer shall provide the Indenture Trustee with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent by the Indenture Trustee shall, in itself, entitle Seller to any other consent in similar or other circumstances. The Seller acknowledges that in connection with the intended pledge by the Issuer of all of its right, title and interest in and to each Timeshare Loan to the Indenture Trustee for the benefit of the Noteholders, the Issuer intends to issue the Notes, the proceeds of which will be used by the Issuer to purchase the Timeshare Loans conveyed hereunder.
Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Seller or Bluegreen from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Seller and Bluegreen shall provide to the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the Seller or Bluegreen in any case shall, in itself, entitle it to any other consent or further notice or demand in similar or other circumstances. Each of the Seller and 22
Amendments; Consents and Waivers. If an Obligor requests any amendment, consent or waiver in accordance with Clause 44 (Amendments), the relevant Obligor shall, promptly on demand reimburse the Facility Agent and the Security Trustee, for all third party costs and expenses (including legal fees) reasonably incurred by the Facility Agent and the Security Agent (and in the case of the Security Agent, by any receiver or delegate) in responding to, evaluating, negotiating or complying with that request or requirement.
Amendments; Consents and Waivers. No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered thereto, nor consent to any departure by the Depositor from any of the terms or conditions thereof shall be effective unless it shall be in writing and signed by each of the parties hereto, the written consent of the Indenture Trustee on behalf of the Noteholders is given and confirmation from each Rating Agency that such action will not result in a downgrade, withdrawal or qualification of any rating assigned to a Class of Notes is received. The Issuer shall provide the Indenture Trustee and each Rating Agency with such proposed modifications, amendments or waivers. Any waiver or consent shall be effective only in the specific instance and for the purpose for which given. No consent to or demand by the 21
