Sale And Servicing Agreement

Seventh Commitment Amendment to Loan Sale and Servicing Agreement

 

Exhibit 10.46

 

SEVENTH COMMITMENT AMENDMENT TO

LOAN SALE AND SERVICING AGREEMENT

 

THIS SEVENTH COMMITMENT AMENDMENT TO LOAN SALE AND SERVICING AGREEMENT (this “Seventh Amendment”), dated as of September 1, 2016, is entered into by and among BRFC-Q 2010 LLC, a Delaware limited liability company, as seller (the “Seller”), Quorum Federal Credit Union, a federally chartered credit union, as buyer (the “Buyer”), Vacation Trust, Inc., a Florida Corporation, as Club Trustee (the “Club Trustee”), U.S. Bank National Association, a national banking association, as custodian and paying agent (the “Custodian”), Bluegreen Corporation, a Florida corporation, as servicer (the “Servicer”), and Concord Servicing Corporation, an Arizona corporation, as backup servicer (the “Backup Servicer”).

 

RECITALS

 

WHEREAS, the Buyer, the Seller, the Servicer and the Backup Servicer have previously entered into that certain Loan Sale and Servicing Agreement, dated as of December 22, 2010, as amended by that certain Omnibus Amendment, dated as of May 3, 2011, that certain 1st Commitment Amendment, dated as of March 1, 2012, that certain 2nd Commitment Amendment, dated as of January 1, 2013, that certain 1st General Amendment, dated as of April 1, 2014, that certain 3rd Commitment Amendment, dated as of April 1, 2014, that certain 4th Commitment Amendment, dated as of November 1, 2014, that certain 5th Commitment Amendment, dated as of December 23, 2014, that certain Omnibus Amendment No 2, dated as of June 30, 2015, that certain 6th Commitment Amendment, dated as of September 18, 2015, and that certain Omnibus Amendment No. 3, dated as of June 30, 2016 (as may be amended, supplemented or restated from time to time, the “Loan Sale and Servicing Agreement”).

 

WHEREAS, Standard Definitions are attached to the Loan Sale and Servicing Agreement at Annex A (the “Standard Definitions”).

 

WHEREAS, the parties hereto desire to modify the Loan Sale and Servicing Agreement as set forth in this Seventh Amendment.

 

WHEREAS, capitalized terms used herein not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Sale and Servicing Agreement.

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

 

1.            Amendment of Standard Definitions.

 

(a)          The following definitions shall replace the corresponding definition in the Standard Definitions:

 

  1

 

 

 

Commitment Period” and “Commitment Purchase Period” shall mean the period commencing on July 1, 2015 and continuing until June 30, 2018.

 

2.          Choice of Law and Venue. This Seventh Amendment shall be construed in accordance with the internal laws of the State of New York.

 

3.          Binding Effect. This Seventh Amendment shall inure to the benefit of and be binding upon the parties to this Seventh Amendment and their successors and assigns.

 

4.          Counterpart Execution. This Seventh Amendment may be executed in counterpart, and any number of copies of this Seventh Amendment which in the aggregate have been executed by all parties to this Seventh Amendment shall constitute one original.

 

5.          Time is of the Essence. Time is of the essence in the performance of the obligations in this Seventh Amendment.

 

6.          No Third Party Beneficiary. No third party shall be a beneficiary hereof.

 

[Signatures Appear on Next Page]

  

  2

 

  

IN WITNESS WHEREOF, the parties hereto have executed this Seventh Amendment as of the date set forth above.

 

THE BUYER: QUORUM FEDERAL CREDIT UNION
   
  By: /s/ Bruno Sementilli
    Bruno Sementilli,
    President and CEO
   
THE SELLER: BRFC-Q 2010 LLC
   
  By: /s/ Allan J. Herz
    Allan J. Herz
    President and Assistant Treasurer
   
THE SERVICER: BLUEGREEN CORPORATION
   
  By: /s/ Paul Humphrey
    Paul Humphrey
    Senior Vice President, Finance & Capital Markets
   
THE BACKUP SERVICER: CONCORD SERVICING CORPORATION
   
  By: /s/ Sonja M. Yurkiw
    Sonja M. Yurkiw, Esq.
    Vice President & General Counsel
   
THE CUSTODIAN: U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as Custodian and Paying Agent hereunder
   
  By: /s/ Tim Matyi
    Tim Matyi
    Vice President
   
THE CLUB TRUSTEE: VACATION TRUST, INC.,
  as Club Trustee
   
  By: /s/ Constance G. Dodd
    Constance G. Dodd
    President, Treasurer and Secretary

 

  3