BLUEGREEN CORP (Form: 8-K, Received: 09/07/2010 17:20:43)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 2, 2010

BLUEGREEN CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts

(State or other jurisdiction of incorporation)


	0-19292	03-0300793

	(Commission File Number)	(IRS Employer Identification No,)

4960 Conference Way North, Suite 100, Boca Raton, Florida 33431

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 912-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Timeshare Loan Securitization

On September 2, 2010, Bluegreen Corporation (“Bluegreen”) completed a term securitization transaction of the lowest FICO®-score loans previously financed in its timeshare receivables purchase facility with Branch Banking and Trust Company (“BB&T”) (the “BB&T Purchase Facility”). In this private placement transaction, BXG Legacy 2010 LLC, a wholly-owned special purpose subsidiary of Bluegreen, issued $27.0 million of notes payable (the “Notes”) secured by a portfolio of timeshare receivables totaling $36.1 million (the “Legacy Securitization”). The coupon rate on the Notes is 12%, which were sold at a discount to yield 18.5%. The sale of the Notes generated proceeds to Bluegreen of $24.3 million (before fees and customary reserves and expenses), all of which was used to pay down a portion of the outstanding balance under the BB&T Purchase Facility. Bluegreen has guaranteed the principal payments for defaulted vacation ownership loans in the Legacy Securitization at amounts equivalent to the then-current advance rate inherent in the notes, any shortfalls in monthly interest distributions to the Legacy Securitization investors and any shortfall in the ultimate principal payment on the notes on the stated maturity date of September 2025.

Substantially all of the timeshare receivables backing the Notes were generated prior to December 15, 2008, the date that Bluegreen implemented its FICO® score-based credit underwriting program, and were primarily loans with FICO® scores below 600.

After the consummation of the Legacy Securitization, approximately $111.6 million of loans continued to be held in the BB&T warehouse facility. Bluegreen intends to pursue a securitization of the eligible remaining BB&T warehouse loans, and believes that the credit profile of these loans and Bluegreen’s performance history for loans within the applicable FICO® score stratification are consistent with other timeshare securitization transactions which have been recently consummated. These loans have a weighted-average FICO® score of approximately 715, which is also consistent with the credit profile of new loans being originated by Bluegreen. There can be no assurances that this anticipated securitization will be completed on favorable terms if at all.

The Legacy Securitization is being treated as a secured borrowing for financial reporting purposes.

$125 Million Timeshare Receivables Purchase Facility

On September 2, 2010, Bluegreen amended and restated the BB&T Purchase Facility, extending the revolving advance period under the facility to August 31, 2011. The facility limit will initially revolve up to $125.0 million. Should a “takeout financing” (as defined in the applicable facility agreements) occur prior to August 31, 2011, the facility limit will decrease to $50.0 million. The BB&T Purchase Facility provides for the financing of our timeshare receivables at an advance rate of 67.5%, subject to the terms of the facility, eligible collateral and customary terms and conditions. The advance rate on prospective advances will decrease to 65% once the outstanding balance under the BB&T Purchase Facility is equal to or greater than $100.0 million but less than $110.0 million, and will further decrease to 62.5% when the outstanding balance is equal to or greater than $110.0 million. The BB&T Purchase Facility is nonrecourse and was not guaranteed by Bluegreen.

The outstanding balance and availability under the BB&T Purchase Facility as of September 7, 2010 is approximately $87.9 million and $37.1 million. Bluegreen will continue to equally share with BB&T in the excess cash flows generated by the receivables sold (excess meaning after customary payments of fees, interest and principal under the facility) until the advance rate on the existing receivables reduces to 67.5% as the outstanding balance amortizes. The interest rate on the BB&T Purchase Facility will initially be the Prime rate plus 3.5%, but will increase to the Prime rate plus 4.5% once the outstanding balance under the BB&T Purchase Facility is equal to or greater than $100.0 million but less than $110.0 million, and will further increase to the Prime rate plus 5.5% when the outstanding balance is equal to or greater than $110.0 million.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date:	September 7, 2010

By:	/S/ ANTHONY M. PULEO

	Anthony M. Puleo
	Senior Vice President, Chief Financial Officer & Treasurer


EXHIBIT INDEX

10.198 -	BXG Legacy 2010 LLC, Standard Definitions, dated as of August 1, 2010.

10.199 -	Indenture between BXG Legacy 2010 LLC as Issuer, Bluegreen Corporation as Servicer, Vacation Trust, Inc. as Club Trustee, Concord Servicing Corporation as Backup Servicer and U.S. Bank National Association, as Indenture Trustee, Paying Agent, Custodian and Account Intermediary, dated August 1, 2010.

10.200 -	Sale Agreement by and among Bluegreen Corporation, BXG Timeshare Trust I as Seller and BXG Legacy 2010 LLC as Issuer dated August 1, 2010.

10.214 -	Third Amended and Restated Indenture dated August 1, 2010 between BXG Timeshare Trust I as Issuer, Bluegreen Corporation as Servicer, Vacation Trust, Inc. as Club Trustee, Concord Servicing Corporation as Backup Servicer, U.S. Bank, National Association as Indenture Trustee, Paying Agent and Custodian, and Branch Banking and Trust Company as Agent.

10.215 -	Third Amended and Restated Standard Definitions to Indenture dated August 1, 2010 between BXG Timeshare Trust I as Issuer, Bluegreen Corporation as Servicer, Vacation Trust, Inc. as Club Trustee, Concord Servicing Corporation as Backup Servicer, U.S. Bank, National Association as Indenture Trustee, Paying Agent and Custodian, and Branch Banking and Trust Company as Agent.

10.216 -	Third Amended and Restated Note Funding Agreement dated August 1, 2010 among BXG Timeshare Trust I as Issuer, Bluegreen Corporation as Seller and Servicer, Bluegreen Timeshare Finance Corporation I as Depositor, various Purchaser Parties, and Branch Banking and Trust Company as Agent.

Final

STANDARD DEFINITIONS

Rules of Construction. In these Standard Definitions and with respect to the Transaction Documents (as defined below), (a) the meanings of defined terms are equally applicable to the singular and plural forms of the defined terms, (b) in any Transaction Document, the words “hereof,” “herein,” “hereunder” and similar words refer to such Transaction Document as a whole and not to any particular provisions of such Transaction Document, (c) any subsection, Section, Article, Annex, Schedule and Exhibit references in any Transaction Document are to such Transaction Document unless otherwise specified, (c) the term “documents” includes any and all documents, instruments, agreements, certificates, indentures, notices and other writings, however evidenced (including electronically), (d) the term “including” is not limiting and (except to the extent specifically provided otherwise) shall mean “including (without limitation)”, (e) unless otherwise specified, in the computation of periods of time from a specified date to a later specified date, the word “from” shall mean “from and including,” the words “to” and “until” each shall mean “to but excluding,” and the word “through” shall mean “to and including” and (f) the words “may” and “might” and similar terms used with respect to the taking of an action by any Person shall reflect that such action is optional and not required to be taken by such Person.

“ 50/50 Loan ” shall mean a Time share Loan pursuant to which the Obligor has elected to make a down payment equal to at least 50% of the total purchase price of the Timeshare Property or Timeshare Properties with the remaining balance (together with interest) due within one year of the origination date, such balance to be paid either in 12 monthly amortizing installments of principal and interest or all principal and interest due in a lump sum payment on the one year anniversary of the origination of such Timeshare Loan.

“ Account Intermediary ” shall have the meaning specified in the preamble of the Indenture.

“ ACH Form ” shall mean each ACH authorization form executed by any Obligor substantially in the form attached as Exhibit C to the Sale Agreement.

“ Act ” shall have the meaning specified in Section 1.4 of the Indenture.

“ Additional Servicing Compensation ” shall mean any late fees related to late payments on the Timeshare Loans, any non-sufficient funds fees, any processing fees, any Liquidation Expenses collected by and due to the Servicer, any refunds paid by the Servicer as a result of over payments on payoffs and any unpaid out-of-pocket expenses incurred by the Servicer during the related Due Period.

“ Affiliate ” shall mean any Person: (i) which directly or indirectly controls, or is controlled by, or is under common control with such Person; (ii) which directly or indirectly beneficially owns or holds five percent (5%) or more of the voting stock of such Person; or (iii) for which five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by such Person; provided, however, that under no circumstances shall

Bluegreen be deemed an Affiliate of any 5% or greater shareholder of Bluegreen or any Affiliate of such shareholder who is not a Direct Affiliate (as defined below) of Bluegreen, nor shall any such shareholder be deemed to be an Affiliate of Bluegreen. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, any entity included in Bluegreen’s GAAP consolidated financial statements shall be an Affiliate of Bluegreen (a “ Direct Affiliate ”).

“ Aggregate Defaulted Timeshare Loan Make-Whole Amount ” shall equal the aggregate of (A) the product of (i) the Loan Balance of each Timeshare Loan that is a Defaulted Timeshare Loan at the end of the related Due Period and (ii) the Funded Rate for such Determination Date and (B) the amount of any unpaid Aggregate Defaulted Timeshare Loan Make-Whole Amounts from prior Determination Dates.

“ Aggregate Initial Note Balance ” shall mean the sum of the Initial Note Balances for all Classes of Notes.

“ Aggregate Loan Balance ” means the sum of the Loan Balances for all Timeshare Loans (other than Defaulted Timeshare Loans).

“ Aggregate Outstanding Note Balance ” is equal to the sum of the Outstanding Note Balances for all Classes of Notes.

“ Aruba Club Loans ” shall mean all timeshare loans originated by the Aruba Originator on or after January 26, 2004, each secured by Co-op Shares.

“ Aruba Originator ” shall mean Bluegreen Properties, N.V., an Aruba corporation.

“ Assignment of Mortgage ” shall mean, with respect to a Deeded Club Loan, a written assignment of one or more Mortgages from the related Originator or Seller to the Indenture Trustee, for the benefit of the Noteholders, relating to one or more Timeshare Loans in recordable form, and signed by an Authorized Officer of all necessary parties, sufficient under the laws of the jurisdiction wherein the related Timeshare Property is located to give record notice of a transfer of such Mortgage and its proceeds to the Indenture Trustee.

“ Association ” shall mean the not-for-profit corporation or cooperative association responsible for operating a Resort.

“ Assumption Date ” shall have the meaning specified in the Backup Servicing Agreement.

“ Authorized Officer ” shall mean, with respect to any corporation, limited liability company or partnership, the Chairman of the Board, the President, any Senior Vice President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer, managing member, board of managers and each other officer of such corporation or limited liability company or the general partner of such partnership specifically authorized in resolutions of the board of directors or board of managers of such corporation or limited liability

- 2 -

company, as the case may be, to sign agreements, instruments or other documents in connection with the Indenture on behalf of such corporation, limited liability company or partnership, as the case may be.

“ Available Funds ” shall mean for any Payment Date, (A) all funds on deposit in the Collection Account after making all transfers, deposits or payments from (i) the Lockbox Account pursuant to the Lockbox Agreement, (ii) the Reserve Account pursuant to Section 3.2(b) of the Indenture, (iii) Bluegreen pursuant to Section 4.4 of the Indenture, (iv) the Guarantor pursuant to the Guaranty and (v) the Servicer pursuant to the Indenture, plus (B) all investment earnings on funds on deposit in the Collection Account from the prior Payment Date through and including the day immediately preceding such Payment Date, if any, less (C) amounts on deposit in the Collection Account related to collections related to any Due Periods subsequent to the Due Period related to such Payment Date, less (D) any Additional Servicing Compensation on deposit in the Collection Account, less (E) Misdirected Deposits, if any.

“ Backup Servicer ” shall mean Concord Servicing Corporation, an Arizona corporation, and its permitted successors and assigns.

“ Backup Servicing Agreement ” shall mean the backup servicing agreement, dated as of August 1, 2010 by and among the Issuer, the Servicer, the Backup Servicer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Backup Servicing Fee ” shall on each Payment Date (so long as Concord Servicing Corporation is the Backup Servicer), be equal to:

(A) prior to the removal or resignation of Bluegreen, as Servicer, or if a successor Servicer has been appointed by the Noteholders pursuant to Section 5.4(b) of the Indenture (that is not the Indenture Trustee), the greater of (i) $750.00 and (ii) the product of (x) $0.10 and (y) the number of Timeshare Loans in the Trust Estate at the end of the related Due Period up to 20,000 and (2)(x) $0.075 and (y) the number of Timeshare Loans in the Trust Estate at the end of the related Due Period in excess of 20,000, and

(B) after the removal or resignation of Bluegreen, as Servicer, and appointment of the Indenture Trustee as successor Servicer (unless and until another successor Servicer is appointed by the Noteholders pursuant to Section 5.4(b) of the Indenture), an amount equal to the product of (i) one-twelfth of 2.00% and (ii) the aggregate Loan Balance as of the first day of the related Due Period.

“ Bankruptcy Code ” shall mean the federal Bankruptcy Code, as amended (Title 11 of the United States Code).

“ Beneficiary ” shall be as defined in the Club Trust Agreement.

“ Benefit Plan ” shall mean an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to part 4 of Title I of ERISA, any “plan” as defined in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code, any entity whose underlying

- 3 -

assets are deemed to include “plan assets” of any of the foregoing under the United States Department of Labor Regulation 29 C.F.R. Section 2510.3-101 (as modified by Section 3(42) of ERISA) by reason of a direct or indirect investment by an employee benefit plan or plan in such entity or any plan that is subject to any Similar Law.

“ Bluegreen ” shall mean Bluegreen Corporation, a Massachusetts corporation, and its permitted successors and assigns.

“ Bluegreen Club Resorts ” shall mean a Resort even if Bluegreen no longer owns substantial vacation ownership interests in the Resort and includes the following resorts: Casa del Mar Beach Resort, Daytona SeaBreeze™, The Fountains (f/k/a Oasis Lakes Resort), Grande Villas ^TM at World Golf Village®, The Hammocks at Marathon ^TM Resort, Orlando’s Sunshine Resort™, Solara Surfside™ Resort, Bluegreen Club La Pension ^TM , Mountain Run at Boyne ^TM , The Falls Village ^TM Resort, BG Club 36 ^TM , The Suites at Hershey™, Carolina Grande™, Harbour Lights ^TM Resort, SeaGlass Tower ^TM , The Lodge Alley Inn™, Shore Crest Vacation Villas ^TM , Laurel Crest ^TM Resort, MountainLoft ^TM Resort, Shenandoah Crossing ^TM , Bluegreen Wilderness Traveler at Shenandoah ^TM , Patrick Henry Square ^TM , Christmas Mountain Village ^TM , Bluegreen Odyssey Dells™ and La Cabana Beach and Racquet Club.

“ Book-Entry Note ” shall mean a beneficial interest in the Notes, ownership and transfers of which shall be made through book-entries by the Depository.

“ Business Day ” shall mean any day other than (i) a Saturday, a Sunday, or (ii) a day on which banking institutions in New York City, Wilmington, Delaware, the State of Florida, the city in which the Servicer is located or the city in which the Corporate Trust Office of the Indenture Trustee is located, are authorized or obligated by law or executive order to be closed.

“ Cede & Co .” shall mean the initial registered holder of the Notes, acting as nominee of The Depository Trust Company.

“ Class ” shall mean, as the context may require, any of the Class A-1 Notes or the Class A-2 Notes.

“ Class A-1 Notes ” shall have the meaning specified in the Recitals of the Issuer in the Indenture.

“ Class A-2 Notes ” shall have the meaning specified in the Recitals of the Issuer in the Indenture.

“ Closing Date ” shall mean September 2, 2010.

“ Club ” shall mean the multi-site timeshare plan known as Bluegreen Vacation Club.

“ Club Loans ” shall mean, collectively, the Deeded Club Loans and the Aruba Club Loans.

- 4 -

“ Club Management Agreement ” shall mean that certain Amended and Restated Management Agreement between the Club Managing Entity and the Club Trustee, dated as of May 18, 1994, as amended from time to time.

“ Club Managing Entity ” shall mean Bluegreen Resorts Management, Inc., a Delaware corporation, in its capacity as manager of the Club and owner of the Club’s reservation system, and its permitted successors and assigns.

“ Club Originator ” shall mean Bluegreen, in its capacity as an Originator and its permitted successors and assigns.

“ Club Property ” shall mean Timeshare Properties, Owner Beneficiary Rights and Vacation Points, and with respect to the definition of Upgrade, may also mean, as applicable, timeshare property unrelated to Timeshare Loans subject to the Lien of the Indenture.

“ Club Trust Agreement ” shall mean, collectively, that certain Bluegreen Vacation Club Trust Agreement, dated as of May 18, 1994, by and between the Developer and the Club Trustee, as amended, restated or otherwise modified from time to time, together with all other agreements, documents and instruments governing the operation of the Club.

“ Club Trustee ” shall mean Vacation Trust, Inc., a Florida corporation, in its capacity as trustee under the Club Trust Agreement, and its permitted successors and assigns.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time and any successor statute, together with the rules and regulations thereunder.

“ Collection Account ” shall mean the account established and maintained by the Indenture Trustee pursuant to Section 3.2(a) of the Indenture.

“ Collection Policy ” shall mean the collection policies of the initial Servicer in effect on the Closing Date attached as Exhibit K to the Indenture, as may be amended from time to time in accordance with the Indenture.

“ Completed Unit ” shall mean a Unit at a Resort which has been fully constructed and furnished, has received a valid permanent certificate of occupancy or its equivalent, is ready for occupancy and is subject to a time share declaration.

“ Confidential Information ” means information obtained by any Noteholder including, without limitation, the Preliminary Confidential Private Placement Memorandum dated August 17, 2010, the Preliminary Confidential Private Placement Memorandum dated August 30, 2010 or the Confidential Private Placement Memorandum dated August 31, 2010 related to the Notes and the Transaction Documents, that is proprietary in nature and that was clearly marked or labeled as being confidential information of the Issuer, the Servicer or their Affiliates, provided that such term does not include information that (a) was publicly known or otherwise known to the Noteholder prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Noteholder or any Person acting on its behalf, (c) otherwise becomes known to the Noteholder other than through disclosure by the

- 5 -

Issuer, the Servicer or their Affiliates or (d) any other public disclosure authorized by the Issuer or the Servicer.

“ Continued Errors ” shall have the meaning specified in Section 5.4 of the Indenture.

“ Co-op Shares ” shall mean a share certificate issued by the timeshare cooperative association of La Cabana Resort.

“ Corporate Trust Office ” shall mean the office of the Indenture Trustee located in the State of Minnesota, which office is at the address set forth in Section 13.3 of the Indenture, or the office of the Indenture Trustee which the Indenture Trustee designates by notice to the other parties of the Transaction Documents.

“ Credit Card Account ” shall mean the deposit account (account number 898044190311) established at the Lockbox Bank, which shall be a non-interest bearing account.

“ Credit Card Timeshare Loan ” shall mean a Timeshare Loan where the Obligor makes its payments due on such Timeshare Loan with credit card payment arrangements.

“ Credit Policy ” shall mean the credit and underwriting policies of the Originators in effect on the Closing Date attached as Exhibit C to the Indenture, as may be amended from time to time.

“ Custodial Agreement ” shall mean the custodial agreement, dated as of August 1, 2010 by and among the Issuer, the Servicer, the Backup Servicer, and the Indenture Trustee and Custodian, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof providing for the custody and maintenance of the Timeshare Loan Documents relating to the Timeshare Loans.

“ Custodian ” shall mean U.S. Bank National Association, a national banking association, or its permitted successors and assigns.

“ Custodian’s Certification ” shall have the meaning specified in Section 2.2(a) of the Custodial Agreement.

“ Custodian Fees ” shall mean for each Payment Date, the fee payable by the Issuer to the Custodian in accordance with Section 2.4 of the Custodial Agreement.

“ Cut-Off Date ” shall mean, with respect to (i) the Initial Timeshare Loans, the Initial Cut-Off Date, and (ii) any Qualified Substitute Timeshare Loan, the related Subsequent Cut-Off Date.

“ Cut-Off Date Loan Balance ” shall mean the Loan Balance of a Timeshare Loan on its related Cut-Off Date.

- 6 -

“ Deeded Club Loan ” shall mean a Timeshare Loan originated by the Club Originator and evidenced by a Mortgage Note and secured by a first Mortgage on a fractional fee simple timeshare interest in a Unit or an undivided interest in a Resort (or a phase thereof) associated with a Unit.

“ Default ” shall mean an event which, but for the passage of time, would constitute an Event of Default under the Indenture.

“ Defaulted Timeshare Loan ” is a Timeshare Loan (i) for which, the Servicer has commenced cancellation or termination proceedings on the related Timeshare Loan after collection efforts have failed in accordance with its credit and collection policies, (ii) for which, all or part of a scheduled payment under the Timeshare Loan is more than 120 days delinquent from the due date, provided, that with respect to this clause (ii), if a Timeshare Loan is not more than 120 days delinquent as of the last day of the Due Period, it shall not be a Defaulted Timeshare Loan as of that date or (iii) that otherwise ceases to be an Eligible Timeshare Loan.

“ Defective Timeshare Loan ” shall have the meaning specified in Section 4.4 of the Indenture.

“ Definitive Note ” shall have the meaning specified in Section 2.2 of the Indenture.

“ Depository ” shall mean an organization registered as a “clearing agency” pursuant to Section 17A of the Securities Exchange Act of 1934, as amended. The initial Depository shall be The Depository Trust Company.

“ Depository Agreement ” shall mean the letter of representations dated as of the Closing Date, by and among the Issuer, the Indenture Trustee and the Depository.

“ Depository Participant ” shall mean a securities broker or dealer, bank, trust company, clearing corporation, other financial institution or other Person for whom from time to time a Depository directly or indirectly effects book-entry transfers and pledges securities deposited with the Depository.

“ Determination Date ” shall mean, with respect to any Payment Date, the day that is five Business Days prior to such Payment Date.

“ Developer ” shall mean Bluegreen Vacations Unlimited, Inc., a Florida corporation, and its permitted successors and assigns.

“ DTC ” shall mean The Depository Trust Company, and its permitted successors and assigns.

“ Due Period ” shall mean with respect to any Payment Date, the period from the 16 ^th day of the second preceding calendar month to the 15 ^th day of the preceding calendar month. The Due Period for the Initial Payment Date, shall be the period from and including August 16, 2010 to September 15, 2010.

- 7 -

“ Eligible Bank Account ” shall mean a segregated account, which may be an account maintained by the Indenture Trustee, which is either (i) maintained with a depository institution or trust company whose long-term unsecured debt obligations are rated at least “A” by Fitch and “A2” by Moody’s and whose short-term unsecured obligations are rated at least “A-1” by Fitch and “P-1” by Moody’s; or (ii) a trust account or similar account maintained at the corporate trust department of the Indenture Trustee (except with respect to the Lockbox Account and Credit Card Account) and held in the name of and for the benefit of the Noteholders.

“ Eligible Investments ” shall mean one or more of the following:

(a) obligations of, or guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(b) federal funds, certificates of deposit, time deposits and bankers’ acceptances, each of which shall not have an original maturity of more than 90 days, of any depository institution or trust company incorporated under the laws of the United States or any state; provided that the long-term unsecured debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated by each Rating Agency in one of the three highest rating categories available from S&P and no lower than A2 by Moody’s; and provided, further, that the short-term obligations of such depository institution or trust company shall be rated in the highest rating category by S&P or Moody’s, as the case may be;

(c) commercial paper or commercial paper funds (having original maturities of not more than 90 days) of any corporation incorporated under the laws of the United States or any state thereof; provided that any such commercial paper or commercial paper funds shall be rated in the highest short-term rating category by each of S&P and Moody’s;

(d) any no-load money market fund (including money market funds managed or advised by the Indenture Trustee or an Affiliate thereof) rated in the highest short-term rating category or equivalent highest long-term rating category by each of S&P and Moody’s; provided that, Eligible Investments purchased from funds in the Eligible Bank Accounts shall include only such obligations or securities that either may be redeemed daily or mature no later than the Business Day next preceding the next Payment Date; or

(e) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by, or federal funds sold by any depository institution or trust company (including the Indenture Trustee or any Affiliate of the Indenture Trustee, acting in its commercial capacity) incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment, the commercial paper or other short-term deposits of such depository

- 8 -

institution or trust company are rated at least P-1 by Moody’s and at least A-1 by S&P;

and provided , further , that (i) no instrument shall be an Eligible Investment if such instrument evidences a right to receive only interest payments with respect to the obligations underlying such instrument, and (ii) no Eligible Investment may be purchased at a price in excess of par. Eligible Investments may include those Eligible Investments with respect to which the Indenture Trustee or an Affiliate thereof provides services.

“ Eligible Timeshare Loan ” shall mean a Timeshare Loan which meets all of the criteria set forth in Schedule I of the Sale Agreement.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Errors ” shall have the meaning specified in Section 5.4 of the Indenture.

“ Event of Default ” shall have the meaning specified in Section 6.1 of the Indenture.

“ Force Majeure Delay ” shall mean with respect to the Servicer, any cause or event which is beyond the control and not due to the negligence of the Servicer, which delays, prevents or prohibits such Person’s delivery of the reports required to be delivered or the performance of any other duty or obligation of the Servicer under the Indenture, as the case may be, including, without limitation, computer, electrical and mechanical failures, acts of God or the elements and fire; provided, that no such cause or event shall be deemed to be a Force Majeure Delay unless the Servicer shall have given the Indenture Trustee written notice thereof as soon as practicable after the beginning of such delay.

“ Foreclosure Property ” shall have the meaning specified in Section 5.3(a)(xiii) of the Indenture.

“ Funded Rate ” for a Determination Date shall equal the Aggregate Outstanding Note Balance on the immediately prior Payment Date (after giving effect to all distributions on such Payment Date) divided by the Aggregate Loan Balance at the end of the Due Period related to such prior Payment Date.

“ GAAP ” shall mean generally accepted accounting principles as in effect from time to time in the United States of America.

“ Global Note ” shall have the meaning specified in Section 2.2 of the Indenture.

“ Governmental Authority ” shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

- 9 -

“ Grant ” shall mean to grant, bargain, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm.

“ Guarantor ” shall mean Bluegreen Corporation and its permitted successors and assigns.

“ Guaranty ” shall mean that certain Guaranty, dated the Closing Date made by the Guarantor in favor of the Issuer and the Indenture Trustee.

“ Highest Lawful Rate ” shall have the meaning specified in Section 3 of the Sale Agreement.

“ Indenture ” shall mean the indenture, dated as of August 1, 2010, by and among the Issuer, the Club Trustee, the Servicer, the Backup Servicer, the Indenture Trustee, the Paying Agent, the Custodian and the Account Intermediary, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Indenture Trustee ” shall mean U.S. Bank National Association, a national banking association, not in its individual capacity but solely as Indenture Trustee under the Indenture, and any successor appointed as set forth in Section 7.9 of the Indenture.

“ Indenture Trustee Fee ” shall mean for each Payment Date, the sum of (i) $875.00 and (ii) until the Indenture Trustee shall become the successor Servicer, the greater of (x) the product of one-twelfth of 0.06% and the Aggregate Loan Balance as of the first day of the related Due Period and (y) $1,500.00.

“ Initial Cut-Off Date ” shall mean the close of business on August 15, 2010.

“ Initial Note Balance ” shall mean with respect to the Class A-1 Notes and the Class A-2 Notes, $23,500,000 and $3,538,000, respectively.

“ Initial Payment Date ” shall mean the Payment Date occurring in October 2010.

“ Initial Timeshare Loans ” shall mean the Timeshare Loans listed on the Schedule of Timeshare Loans purchased by the Issuer and pledged to the Indenture Trustee on the Closing Date.

“ Intended Tax Characterization ” shall have the meaning specified in Section 4.2(b) of the Indenture.

“ Interest Accrual Period ” shall mean with respect to (i) any Payment Date other than the Initial Payment Date, the period from the 16 ^th day of the second preceding calendar month to the 15 ^th day of the preceding calendar month and (ii) the Initial Payment Date, the period from and including the Closing Date through September 15, 2010.

“ Interest Distribution Amount ” shall equal, for a Class of Notes on any Payment Date, the sum of (i) interest accrued during the related Interest Accrual Period at the Note Rate

- 10 -

on the Outstanding Note Balance of such Class of Notes immediately prior to such Payment Date and (ii) the amount of unpaid Interest Distribution Amounts from prior Payment Dates for such Class of Notes, plus, to the extent permitted by applicable law, interest on such unpaid amount at the Note Rate. The Interest Distribution Amount shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

“ Issuer ” shall mean BXG Legacy 2010 LLC, a limited liability company formed under the laws of the State of Delaware.

“ Issuer LLC Agreement ” shall mean the limited liability company agreement of the Issuer dated as of July 16, 2010.

“ Issuer Order ” shall mean a written order or request delivered to the Indenture Trustee and signed in the name of the Issuer by an Authorized Officer of the Issuer.

“ Knowledge ” shall mean (i) as to any natural Person, the actual awareness of the fact, event or circumstance at issue or receipt of notification by proper delivery of such fact, event or circumstance and (ii) as to any Person that is not a natural Person, the actual awareness of the fact, event or circumstance at issue by a Responsible Officer of such Person or receipt, by a Responsible Officer of such Person, of notification by proper delivery of such fact, event or circumstance.

“ La Cabana Resort ” shall mean the Resort located in Aruba known as the La Cabana Beach and Racquet Club.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment for security, security interest, claim, participation, encumbrance, levy, lien or charge.

“ Liquidation ” means with respect to any Timeshare Loan, the sale or compulsory disposition of a Foreclosure Property, following foreclosure, termination or other enforcement action or the taking of a deed-in-lieu of foreclosure, to a Person other than the Servicer or an Affiliate thereof.

“ Liquidation Expenses ” shall mean, with respect to the Foreclosure Property related to a Defaulted Timeshare Loan, as of any date of determination, any reasonable out-of-pocket expenses (exclusive of overhead expenses) incurred by the Servicer in connection with the performance of its obligations under Section 5.3(a)(xiii) in the Indenture, including, but not limited to, (i) any foreclosure, deed-in-lieu of foreclosure or termination and other repossession expenses incurred with respect to such Foreclosure Property, (ii) commissions and marketing and sales expenses incurred by the Servicer with respect to the remarketing of the related Foreclosure Property, (iii) any other fees and expenses reasonably applied or allocated in the ordinary course of business with respect to the Liquidation of a Foreclosure Property (including any assessed and unpaid Association fees and real estate taxes) and (iv) the Remarketing Fee.

“ Liquidation Proceeds ” shall mean, with respect to the Liquidation of any Foreclosure Property related to a Defaulted Timeshare Loan, the amounts actually received by the Servicer in connection with such Liquidation.

- 11 -

“ Loan Balance ” shall mean, for any date of determination, with respect to a Timeshare Loan, the outstanding principal balance due under or in respect of such Timeshare Loan (including a Defaulted Timeshare Loan).

“ Lockbox Account ” shall mean the deposit account maintained at the Lockbox Bank pursuant to the Lockbox Agreement, which shall be a non-interest bearing account.

“ Lockbox Agreement ” shall mean the deposit account control agreement, dated as of August 1, 2010, by and among the Issuer, the Indenture Trustee and the Lockbox Bank.

“ Lockbox Bank ” shall mean Bank of America, N.A. and its permitted successors and assigns.

“ Lockbox Fee ” shall mean on each Payment Date, the fee payable by the Issuer to the Lockbox Bank in accordance with the Lockbox Agreement.

“ Member ” shall mean Bluegreen Corporation and its permitted successors and assigns.

“ Misdirected Deposits ” shall mean such payments that have been deposited to the Collection Account in error.

“ Monthly Servicer Report ” shall have the meaning specified in Section 5.5 of the Indenture.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage ” shall mean, with respect to a Deeded Club Loan, any purchase money mortgage, deed of trust, purchase money deed of trust or mortgage deed creating a first lien on the related Timeshare Property to secure debt granted by the Club Trustee on behalf of an Obligor to the Club Originator with respect to the purchase of such Timeshare Property and/or the contribution of the same to the Club and otherwise encumbering the related Timeshare Property to secure payments or other obligations under such Timeshare Loan.

“ Mortgage Note ” shall mean, with respect to a Deeded Club Loan, the original, executed promissory note evidencing the indebtedness of an Obligor under a Deeded Club Loan, together with any rider, addendum or amendment thereto, or any renewal, substitution or replacement of such note.

“ Net Liquidation Proceeds ” shall mean with respect to a Liquidation, the positive difference between Liquidation Proceeds and Liquidation Expenses.

“ Non-Bluegreen Club Resort ” shall mean a Resort that is not a Bluegreen Club Resort.

“ Note Owner ” shall mean, with respect to a Book-Entry Note, the Person who is the beneficial owner of such Book-Entry Note, as reflected on the books of the Depository or on

- 12 -

the books of a Person maintaining an account with such Depository (directly or as an indirect participant, in accordance with the rules of such Depository).

“ Note Rate ” shall mean with respect to the Notes, a per annum rate equal to (i) for Payment Dates prior to the Optional Redemption Date, 12.00% and (ii) for Payment Dates on and after the Optional Redemption Date, 18.50%.

“ Note Register ” shall have the meaning specified in Section 2.4(a) of the Indenture.

“ Note Registrar ” shall have the meaning specified in Section 2.4(a) of the Indenture.

“ Noteholder ” shall mean any holder of a Note of any Class.

“ Notes ” shall mean collectively, the Class A-1 Notes and the Class A-2 Notes.

“ Obligor ” shall mean the related obligor under a Timeshare Loan.

“ Obligor Information ” shall have the meaning specified in Section 5.16 of the Indenture.

“ Officer’s Certificate ” shall mean a certificate executed by a Responsible Officer of the applicable party.

“ Opinion of Counsel ” shall mean a written opinion of counsel, in each case acceptable to the addressees thereof.

“ Optional Redemption Date ” shall mean the first date in which the Aggregate Outstanding Note Balance is less than or equal to 20% of the Aggregate Initial Note Balance.

“ Original Club Loan ” shall mean a timeshare loan for which the related obligor has elected to effect an Upgrade and an Originator has agreed to effect such Upgrade.

“ Originator ” shall mean either the Club Originator or the Aruba Originator.

“ Outstanding ” shall mean, with respect to the Notes, as of any date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(a) Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

(b) Notes or portions thereof for whose payment money in the necessary amount has been theretofore irrevocably deposited with the Indenture Trustee in trust for the holders of such Notes; and

(c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture

- 13 -

Trustee is presented that any such Notes are held by a Person in whose hands the Note is a valid obligation; provided, however, that in determining whether the holders of the requisite percentage of the Outstanding Note Balance of the Notes have given any request, demand, authorization, direction, notice, consent, or waiver hereunder, Notes owned by the Issuer or any Affiliate of the Issuer shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually has Knowledge are so owned shall be so disregarded.

“ Outstanding Note Balance ” shall mean as of any date of determination and Class of Notes, the Initial Note Balance of such Class of Notes less the sum of principal payments actually distributed to the Noteholders of such Class of Notes as of such date; provided, however, to the extent that for purposes of consents, approvals, voting or other similar act of the Noteholders under any of the Transaction Documents, “Outstanding Note Balance” shall exclude Notes which are held by Bluegreen or any Affiliate thereof.

“ Owner Beneficiary ” shall have the meaning specified in the Club Trust Agreement.

“ Owner Beneficiary Agreement ” shall mean the purchase agreement entered into by each Obligor and the Developer with respect to the Club Loans.

“ Owner Beneficiary Rights ” shall have the meaning specified in the Club Trust Agreement.

“ Paying Agent ” shall mean any Person authorized under the Indenture to make the distributions required under Sections 3.4 of the Indenture, which such Person initially shall be the Indenture Trustee.

“ Payment Date ” shall mean the 2 ^nd day of each month, or, if such date is not a Business Day, then the next succeeding Business Day, commencing on the Initial Payment Date.

“ Permitted Liens ” shall mean (i) with respect to Timeshare Loans in the Trust Estate, (a) Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable or such exceptions as may be set forth in any related lender’s title insurance policy or in any related lender’s title insurance commitment as of the Closing Date, (b) Liens in favor of the Seller and the Issuer created pursuant to the Transaction Documents, and (c) Liens in favor of the Issuer and the Indenture Trustee created pursuant to the Indenture; (ii) with respect to the related Timeshare Property, (a) materialmen’s, warehousemen’s, mechanic’s and other Liens arising by operation of law in the ordinary course of business for sums not due, (b) Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable, and (c) the Obligor’s interest in the Timeshare Property under the Timeshare Loan whether pursuant to the Club Trust Agreement or otherwise; and (iii) with respect to Timeshare Loans and Related Security in the Trust Estate, any and all rights of the Beneficiaries referred to in the Club Trust Agreement under such Club Trust Agreement.

- 14 -

“ Person ” means an individual, general partnership, limited partnership, limited liability partnership, corporation, business trust, joint stock company, limited liability company, trust, unincorporated association, joint venture, Governmental Authority, or other entity of whatever nature.

“ Placement Agent ” shall mean BB&T Capital Markets, a division of Scott & Stringfellow, LLC.

“ Placement Agreement ” shall mean that certain private placement agency agreement dated August 31, 2010, between the Placement Agent, the Issuer and Bluegreen.

“ Predecessor Servicer Work Product ” shall have the meaning specified in Section 5.4(b) of the Indenture.

“ Private Placement Memorandum ” shall mean that certain Confidential Private Placement Memorandum, dated August 31, 2010 related to the Notes and the Transaction Documents.

“ Qualified Purchaser ” shall have the meaning ascribed to such term in the Investment Company Act of 1940, as amended.

“ Qualified Substitute Timeshare Loan ” shall mean a Timeshare Loan (i) that, when aggregated with other Qualified Substitute Timeshare Loans being substituted on such Transfer Date, has a Loan Balance, after application of all payments of principal due during or prior to the month of substitution, not in excess of the Loan Balance of the Timeshare Loan being substituted on the related Transfer Date, (ii) that complies, as of the related Transfer Date, with each of the representations and warranties contained in the Sale Agreement, including that such Qualified Substitute Timeshare Loan is an Eligible Timeshare Loan, (iii) that shall not cause the weighted average coupon rate of the Timeshare Loans to be less than 15.00% after such substitution, (iv) that shall not cause the weighted average months of age on the Timeshare Loans to be less than 24 months after such substitution, (v) that shall not cause the weighted average remaining term to maturity of the Timeshare Loans to be equal to or greater than 96 months, and (vi) that does not have a stated maturity later than September 2023.

“ RCI ” shall mean Resort Condominiums International, LLC (or one of its wholly owned subsidiaries).

“ Receivables ” shall mean the payments required to be made pursuant to a Timeshare Loan.

“ Receivables Collateral ” shall have the meaning specified in Section 3 of the Sale Agreement.

“ Record Date ” shall mean, with respect to any Payment Date, the close of business on the last day of the related Interest Accrual Period.

- 15 -

“ Redemption Date ” shall mean with respect to the redemption of the Notes on or after the Optional Redemption Date, the date fixed pursuant to Section 10.1 of the Indenture.

“ Redemption Price ” shall mean, with respect to each Class of Notes, the sum of the Outstanding Note Balance of such Class of Notes, together with interest accrued and unpaid thereon at the Note Rate up to and including the Redemption Date.

“ Remarketing Fee” shall mean (i) if the Servicer is Bluegreen or an Affiliate of Bluegreen, an amount equal to the product of (a) the Rolling Remarketing Fee Percentage and (b) the Liquidation Proceeds generated in the prior month from the remarketing of Foreclosure Properties and (ii) if the Servicer is not Bluegreen or an Affiliate of Bluegreen, the actual commissions and actual marketing and sales expenses incurred with respect to the sale of the related Foreclosure Property.

“ Related Security ” shall mean with respect to any Timeshare Loan, (i) all of the Issuer’s interest in the Timeshare Property arising under or in connection with the related Mortgage, if any, and the related Owner Beneficiary Rights, Vacation Points and Timeshare Loan Files, (ii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Timeshare Loan, together with any Mortgages, signed by the Club Trustee on behalf of an Obligor describing any collateral securing such Timeshare Loan, (iii) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Timeshare Loan, (iv) any assignments of Mortgages and any financing statements, and (v) all other security and books, records and computer tapes relating to the foregoing.

“ Repurchase Price ” shall mean with respect to any Timeshare Loan, an amount equal to the Loan Balance of such Timeshare Loan as of the date of such purchase or repurchase, together with all accrued and unpaid interest on such Timeshare Loan at the related Timeshare Loan Rate to, but not including, the due date for such interest in the then current Due Period.

“ Request for Release ” shall be a request for release of Timeshare Loan Documents in the form required by the Custodial Agreement.

“ Required Payments ” shall mean for any Payment Date, the payments required to be distributed on such Payment Date pursuant to clauses (i) through (vi) of Section 3.4 of the Indenture.

“ Reservation System ”: shall mean the reservation system utilized by the Club and owned by the Club Managing Entity or the services contracted by the Club Managing Entity with a third party.

“ Reserve Account ” shall mean the account maintained by the Indenture Trustee pursuant to Section 3.2(b) of the Indenture.

“ Reserve Account Initial Deposit ” shall mean an amount equal to 1.00% of the aggregate Cut-Off Date Loan Balances of the Initial Timeshare Loans.

- 16 -

“ Reserve Account Required Balance ” shall equal, for each Payment Date, 1.00% of the aggregate Cut-Off Date Loan Balances of the Initial Timeshare Loans.

“ Resort ” shall mean, as the context shall require, the resort at which the Timeshare Property related to a Timeshare Loan is located.

“ Resort Interests ” shall have the meaning specified in the Club Trust Agreement.

“ Responsible Officer ” shall mean (i) when used with respect to the Indenture Trustee, any officer assigned to the Corporate Trust Office, respectively, including any Managing Director, Senior Vice President, Vice President, Assistant Vice President, Secretary, Assistant Secretary, Assistant Treasurer, any trust officer or any other officer such Person customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; (ii) when used with respect to the initial Servicer, the Chief Financial Officer, a Senior Vice President, a Vice President, an Assistant Vice President, the Chief Accounting Officer or the Secretary of the Servicer; and (iii) with respect to any other Person, the chairman of the board, chief financial officer, the president, a vice president, the treasurer, an assistant treasurer, the secretary, an assistant secretary, the controller, general partner, trustee or the manager of such Person.

“ Rolling Remarketing Fee Percentage ” shall mean an amount equal to the average of the Selling and Marketing Expenses as a percentage of total Resorts sales as specified in Bluegreen’s Form 10-Q or 10-K, as applicable, over the last four quarters; provided , that if such quarter is a quarter ending on December 31, the Rolling Remarketing Fee Percentage will be based on the selling and marketing expenses for the most recent year, as specified in the Bluegreen’s Form 10-K.

“ S&P ” shall mean Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“ Sale Agreement ” shall mean that certain sale agreement, dated as of August 1, 2010, among the Seller, Bluegreen and the Issuer pursuant to which the Seller sells Timeshare Loans, from time to time, to the Issuer.

“ Sampler Loan ” shall mean a loan originated by Bluegreen pursuant to the terms of a Sampler Program Agreement.

“ Sampler Converted Loan ” shall mean a Timeshare Loan, the Obligor of which, previously had a Sampler Loan and converted the same to a Timeshare Loan pursuant to the terms of a Sampler Program Agreement.

“ Sampler Program Agreement ” shall mean an agreement pursuant to which a purchaser thereunder obtains those certain benefits set forth therein which comprise the “Sampler Membership” and, subject to the terms and conditions thereof, has the opportunity to convert

- 17 -

such Sampler Membership into full ownership in the Bluegreen Vacation Club multi-site timeshare plan.

“ Schedule of Timeshare Loans ” shall mean the list of Timeshare Loans delivered pursuant to the Sale Agreement, as amended from time to time to reflect repurchases, substitutions, and Qualified Substitute Timeshare Loans conveyed pursuant to the terms of the Sale Agreement and the Indenture, which list shall set forth the information with respect to each Timeshare Loan as of the related Cut-Off Date, as applicable, in numbered columns.

If the Schedule of Timeshare Loans is provided in electronic format, it shall be substantially in the form of Exhibit E to the Custodial Agreement (which, in any event, shall contain all the information specified above).

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Seller ” shall mean BXG Timeshare Trust I, a Delaware statutory trust.

“ Servicer ” shall mean Bluegreen in its capacity as servicer under the Indenture, the Backup Servicing Agreement, and the Custodial Agreement, and its permitted successors and assigns.

“ Servicer Credit Card Processing Cost ” shall have the meaning specified in Section 5.3(c) of the Indenture.

“ Servicer Event of Default ” shall have the meaning specified in Section 5.4 of the Indenture.

“ Servicing Fee ” shall mean for any Payment Date, the product of (i)(A) if Bluegreen or an Affiliate thereof is Servicer, one-twelfth of 2.00% and (B) if the Indenture Trustee is the successor Servicer, one-twelfth of 2.18%, and (ii) the aggregate Loan Balance of all Timeshare Loans owned by the Issuer as of the first day of the related Due Period; provided that if the Indenture Trustee is the successor Servicer, it shall, after payment of the Backup Servicing Fee, be entitled to a minimum monthly payment of $5,500.00.

“ Servicing Officer ” shall mean those officers of the Servicer involved in, or responsible for, the administration and servicing of the Timeshare Loans, as identified on the list of Servicing Officers furnished by the Servicer to the Indenture Trustee and the Noteholders from time to time.

“ Servicing Standard ” shall mean, with respect to the Servicer and the Backup Servicer a servicing standard which complies with applicable law, the terms of the Transaction Documents, the terms of the respective Timeshare Loans and, to the extent consistent with the foregoing, in accordance with the customary standard of prudent servicers of loans secured by timeshare interests similar to the Timeshare Properties, but in no event lower than the standards employed by it when servicing loans for its own account or other third parties, but, in any case, without regard for (i) any relationship that it or any of its Affiliates may have with the related

- 18 -

Obligor, and (ii) its right to receive compensation for its services under the Indenture or with respect to any particular transaction.

“ Servicer Termination Costs ” shall mean any extraordinary out-of-pocket expenses incurred by the Indenture Trustee associated with the transfer of servicing.

“ Similar Law ” shall mean the prohibited transaction rules under ERISA or Section 4975 of the Code or any substantially similar provision of federal, state or local law.

“ Stated Maturity ” shall mean the Payment Date occurring in September 2025.

“ Subsequent Cut-Off Date ” shall mean with respect to any Timeshare Loan sold or transferred to the Issuer pursuant to the Sale Agreement after the Initial Cut-Off Date, (i) the close of business on the last day of the Due Period immediately preceding such Transfer Date or (ii) such other date prior to the Transfer Date as designated by the Servicer.

“ Substitution Shortfall Amount ” shall mean with respect to any Transfer Date, an amount equal to the excess of the aggregate Loan Balances of the Defective Timeshare Loans over the aggregate Loan Balances of the Qualified Substitute Timeshare Loans to be substituted for such Defective Timeshare Loans.

“ Timeshare Declaration ” shall mean the declaration or other document recorded in the real estate records of the applicable municipality or government office where a Resort is located for the purpose of creating and governing the rights of owners of Timeshare Properties related thereto, as it may be in effect from time to time.

“ Timeshare Loan ” shall mean a Club Loan, Initial Timeshare Loan or a Qualified Substitute Timeshare Loan, subject to the Lien of the Indenture. As used in the Transaction Documents, the term “Timeshare Loan” shall include the related Mortgage Note, Mortgage, if any, the Owner Beneficiary Agreement and other Related Security contained in the related Timeshare Loan Documents.

“ Timeshare Loan Acquisition Price ” shall mean with respect to any Timeshare Loan, an amount equal to the Loan Balance of such Timeshare Loan plus all interest received up to and including the related Cut-Off Date.

“ Timeshare Loan Documents ” shall mean with respect to each Timeshare Loan and each Obligor, the related (i) Timeshare Loan Files, and (ii) Timeshare Loan Servicing Files.

“ Timeshare Loan Files ” shall mean, with respect to a Timeshare Loan, all documents related to such Timeshare Loan, including:

1. with respect to a Club Loan (other than an Aruba Club Loan), the original Mortgage Note executed by the Obligor, endorsed either as (i) “Pay to the order of ________, without recourse, representation or warranty” (either directly on the Mortgage Note or on an allonge placed with such Mortgage Note), by an Authorized Officer of the Seller (such Authorized Officer’s

- 19 -

signature may be computer generated), or (ii) a chain of endorsement substantially as follows: “Pay to the order of Bluegreen Timeshare Finance Corporation I, without recourse, representation or warranty”, “Pay to the order of BXG Timeshare Trust I, without recourse, representation or warranty”, “Pay to the order of BXG Legacy 2010, LLC without recourse, representation or warranty” and “Pay to the order of U.S. Bank National Association, as Indenture Trustee, without recourse, representation or warranty except as provided in the Indenture dated as of August 1, 2010” (either directly on the Mortgage Note or on an allonge placed with such Mortgage Note), by an Authorized Officer of the Seller and the Issuer (such Authorized Officer’s signature may be computer generated), respectively;

2. with respect to a Club Loan (other than an Aruba Club Loan), (i) an original Mortgage with evidence that such Mortgage has been recorded in the appropriate recording office or (ii) if such Mortgage has not yet been returned to the Seller by such recording office, a copy of the unrecorded Mortgage that has been delivered to such recording office (with evidence that such Mortgage has been delivered to the appropriate recording office for recording);

3. with respect to a Club Loan (other than an Aruba Club Loan), (i) original recorded Assignment(s) of Mortgage (which may be a part of a blanket assignment of more than one Club Loan in which case, a copy thereof, with the original blanket Assignments of Mortgage held by the Custodian in the related master pool header file), showing the assignment of such Club Loan from the record mortgagee to the Indenture Trustee, or (ii) if such Assignments of Mortgage have not yet been returned by the related recording office, a copy of the unrecorded Assignments of Mortgage that have been delivered to such recording office (which may be a part of a blanket assignment of more than one Club Loan), showing the assignment of such Club Loan from the record mortgagee to the Indenture Trustee (with evidence (a copy of (A) the Federal Express (or similar service) receipt and (B) the check made payable to the applicable recording office, being sufficient evidence) that such Assignments of Mortgage have been delivered to the appropriate recording office for recording), or (iii) if the related Mortgage has not yet been returned such that the related Assignment(s) of Mortgage can not yet be filed, (A) evidence that that such Mortgage has been delivered to the appropriate recording office for recordation (the evidence in paragraph 2 above being sufficient) and (B) Assignments of Mortgage in recordable form (other than the Mortgage recording information) duly executed by the last record holder of the Mortgage showing the assignment of such Club Loan from the record mortgagee to the Indenture Trustee; provided, however, that with respect to clauses (ii) and (iii) of this paragraph 3, photocopies held by the Custodian in the related investor file shall be sufficient.

- 20 -

4. with respect to a Club Loan (other than an Aruba Club Loan), the UCC financing statement, if any, evidencing that the security interest granted under such Timeshare Loan, if any, has been perfected under applicable state law;

5. with respect to a Club Loan (other than an Aruba Club Loan), (i) a copy of any recorded warranty deed transferring legal title to the related Timeshare Property to the Club Trustee, or (ii) if such recorded warranty deed has not yet been returned to the Seller, a copy of a warranty deed sent for recording;

6. with respect to a Club Loan (other than an Aruba Club Loan), either (i) a final original lender’s title insurance policy (which may consist of one master policy referencing one or more Mortgages) showing no exceptions to coverage (other than Permitted Liens) or (ii) a binding unconditional commitment to issue a title insurance policy showing no exceptions to coverage (other than Permitted Liens) (which may be a master commitment referencing one or more Mortgages, the original master commitment to be held by the Custodian in the related master pool header file), in all cases referencing such Timeshare Loan and insuring Bluegreen Corporation and its successors and/or assigns;

7. the original of any related assignment or guarantee or, if such original is unavailable, a copy thereof certified by an Authorized Officer of the Seller to be a true and correct copy, current and historical computerized data files;

8. the original of any assumption agreement or any refinancing agreement;

9. all related Owner Beneficiary Agreements, finance applications, sale and escrow documents executed and delivered by the related Obligor with respect to the purchase of a Timeshare Property;

10. all other papers and records of whatever kind or description, whether developed or originated by an Originator or another Person, required to document, service or enforce a Timeshare Loan; and

11. any related material additional amendments, supplements, extensions, modifications or waiver agreements.

“ Timeshare Loan Rate ” shall mean with respect to any Timeshare Loan, the coupon rate thereon specified in such Timeshare Loan.

- 21 -

(ii) all writings pursuant to which such Timeshare Loan arises or which evidences such Timeshare Loan and not delivered to the Custodian, (iii) all papers and computerized records customarily maintained by the Servicer in servicing timeshare loans comparable to the Timeshare Loans in accordance with the Servicing Standard and (iv) each Timeshare Program Consumer Document (not the original), if applicable, related to the applicable Timeshare Property.

“ Timeshare Program ” shall mean the program under which (i) an Obligor has purchased a Timeshare Property and (ii) an Obligor shares in the expenses associated with the operation and management of such program.

“ Timeshare Program Consumer Documents ” shall mean, as applicable, the Owner Beneficiary Agreement, Mortgage Note, the Mortgage and any rescission right notices, public offering statements and other documents and disclosures used or to be used by an Originator in connection with the sale of Timeshare Properties.

“ Timeshare Program Governing Documents ” shall mean the articles of organization or articles of incorporation of each Association, the rules and regulations of each Association, the Timeshare Program management contract between each Association and a management company, and any subsidy agreement by which an Originator is obligated to subsidize shortfalls in the budget of a Timeshare Program in lieu of paying assessments, as they may be from time to time in effect and all amendments, modifications and restatements of any of the foregoing.

“ Timeshare Property ” shall mean (i) with respect to a Deeded Club Loan, a fractional fee simple timeshare interest in a Unit in a Resort (or phase thereof) or an undivided interest in a Resort (or phase thereof) associated with a Unit and (ii) with respect to an Aruba Club Loan, the Co-op Shares related to such Aruba Club Loan.

“ Transaction Documents ” shall mean the Indenture, the Guaranty, the Sale Agreement, the Lockbox Agreement, the Backup Servicing Agreement, the Custodial Agreement, the Issuer LLC Agreement, the Placement Agreement and all other agreements, documents or instruments (other than the Timeshare Loan Documents) delivered in connection with the transactions contemplated thereby.

“ Transfer Date ” shall mean any date on which Bluegreen substitutes one or more Timeshare Loans in accordance with Section 4.4 of the Indenture.

“ Treasury Regulations ” shall mean the regulations, included proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations.

“ Trust Accounts ” shall mean collectively, the Lockbox Account, the Collection Account, the Reserve Account and the Credit Card Account.

- 22 -

“ Trust Estate ” shall have the meaning specified in the Granting Clause of the Indenture.

“ Trust Estate Liquidation Event ” shall have the meaning specified in Section 6.6(a) of the Indenture.

“ UCC ” shall mean the Uniform Commercial Code as from time to time in affect in the applicable jurisdiction or jurisdictions.

“ Unit ”: shall mean an individual air-space condominium unit, cabin, villa, cottage, townhome or lot within a resort, together with all furniture, fixtures and furnishings therein, if applicable, and together with any and all interests in common elements appurtenant thereto, as provided in the related Timeshare Program Governing Documents.

“ Upgrade ” shall mean the process in which an obligor of an Original Club Loan elects to (a)(i) reconvey the existing Club Property for new Club Property (such new Club Property having a greater dollar value than the existing Club Property) and (ii) cancel the Original Club Loan in exchange for an Upgrade Club Loan secured by such new Club Property or (b)(i) acquires additional Club Property and (ii) cancels the Original Club Loan in exchange for an Upgrade Club Loan from the Club Originator secured by the existing Club Property and the additional Club Property.

“ Upgrade Club Loan ” shall mean the new timeshare loan originated by an Originator in connection with an Upgrade.

“ Vacation Points ” shall have the meaning specified in the Club Trust Agreement.

- 23 -

Execution Copy

BXG LEGACY 2010 LLC,
as Issuer

BLUEGREEN CORPORATION,
as Servicer

VACATION TRUST, INC.,
as Club Trustee

CONCORD SERVICING CORPORATION,
as Backup Servicer

and

U.S. BANK NATIONAL ASSOCIATION,
as Indenture Trustee, Paying Agent, Custodian and Account Intermediary

INDENTURE

Dated as of August 1, 2010

TABLE OF CONTENTS


		Page


ARTICLE I.	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	3

SECTION 1.1.	General Definitions and Usage of Terms	3

SECTION 1.2.	Compliance Certificates and Opinions	3

SECTION 1.3.	Form of Documents Delivered to Indenture Trustee	3

SECTION 1.4.	Acts of Noteholders, etc	4

SECTION 1.5.	Notice to Noteholders; Waiver	5

SECTION 1.6.	Effect of Headings and Table of Contents	6

SECTION 1.7.	Successors and Assigns	6

SECTION 1.8.	GOVERNING LAW	6

SECTION 1.9.	Legal Holidays	6

SECTION 1.10.	Execution in Counterparts	6

SECTION 1.11.	Inspection	7

SECTION 1.12.	Survival of Representations and Warranties	7

ARTICLE II.	THE NOTES	7

SECTION 2.1.	General Provisions	7

SECTION 2.2.	Global Notes	8

SECTION 2.3.	Definitive Notes	9

SECTION 2.4.	Registration, Transfer and Exchange of Notes	9

SECTION 2.5.	Mutilated, Destroyed, Lost and Stolen Notes	11

SECTION 2.6.	Payment of Interest and Principal; Rights Preserved	12

SECTION 2.7.	Persons Deemed Owners	13

SECTION 2.8.	Cancellation	13


SECTION 2.9.	Noteholder Lists	13

SECTION 2.10.	Treasury Notes	13

SECTION 2.11.	Notice to Depository	13

SECTION 2.12.	Confidentiality	14

ARTICLE III.	ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS; REPORTS	14

SECTION 3.1.	Trust Accounts; Investments by Indenture Trustee	14

SECTION 3.2.	Establishment and Administration of the Trust Accounts	16

SECTION 3.3.	Reserved	18

SECTION 3.4.	Distributions	18

SECTION 3.5.	Reports to Noteholders	19

SECTION 3.6.	Withholding Taxes	20

ARTICLE IV.	THE TRUST ESTATE	20

SECTION 4.1.	Acceptance by Indenture Trustee	20

SECTION 4.2.	Grant of Security Interest; Tax Treatment	21

SECTION 4.3.	Further Action Evidencing Assignments	21

SECTION 4.4.	Substitution and Repurchase of Timeshare Loans	22

SECTION 4.5.	Release of Lien	23

SECTION 4.6.	Appointment of Custodian and Paying Agent	24

SECTION 4.7.	Sale of Timeshare Loans	24

ARTICLE V.	SERVICING OF TIMESHARE LOANS	24

SECTION 5.1.	Appointment of Servicer and Backup Servicer; Servicing Standard	24

SECTION 5.2.	Payments on the Timeshare Loans	25

SECTION 5.3.	Duties and Responsibilities of the Servicer	25

SECTION 5.4.	Servicer Events of Default	29


SECTION 5.5.	Accountings; Statements and Reports	32

SECTION 5.6.	Records	34

SECTION 5.7.	Fidelity Bond and Errors and Omissions Insurance	35

SECTION 5.8.	Merger or Consolidation of the Servicer	35

SECTION 5.9.	Sub-Servicing	36

SECTION 5.10.	Servicer Resignation	36

SECTION 5.11.	Fees and Expenses	36

SECTION 5.12.	Access to Certain Documentation	36

SECTION 5.13.	No Offset	37

SECTION 5.14.	Account Statements	37

SECTION 5.15.	Indemnification; Third Party Claim	37

SECTION 5.16.	Obligor Information	38

SECTION 5.17.	Backup Servicer	38

SECTION 5.18.	Aruba Notices	39

SECTION 5.19.	Recordation	39

ARTICLE VI.	EVENTS OF DEFAULT; REMEDIES	39

SECTION 6.1.	Events of Default	39

SECTION 6.2.	Acceleration of Maturity; Rescission and Annulment	41

SECTION 6.3.	Remedies	42

SECTION 6.4.	Indenture Trustee May File Proofs of Claim	43

SECTION 6.5.	Indenture Trustee May Enforce Claims Without Possession of Notes	44

SECTION 6.6.	Application of Money Collected	44

SECTION 6.7.	Limitation on Suits	45

SECTION 6.8.	Unconditional Right of Noteholders to Receive Principal and Interest	46

SECTION 6.9.	Restoration of Rights and Remedies	46

SECTION 6.10.	Rights and Remedies Cumulative	46

iii


SECTION 6.11.	Delay or Omission Not Waiver	46

SECTION 6.12.	Control by Noteholders	46

SECTION 6.13.	Waiver of Events of Default	47

SECTION 6.14.	Undertaking for Costs	47

SECTION 6.15.	Waiver of Stay or Extension Laws	48

SECTION 6.16.	Sale of Trust Estate	48

SECTION 6.17.	Action on Notes	49

SECTION 6.18.	Performance and Enforcement of Certain Obligations	49

ARTICLE VII.	THE INDENTURE TRUSTEE	49

SECTION 7.1.	Certain Duties	49

SECTION 7.2.	Notice of Events of Default	51

SECTION 7.3.	Certain Matters Affecting the Indenture Trustee	51

SECTION 7.4.	Indenture Trustee Not Liable for Notes or Timeshare Loans	52

SECTION 7.5.	Indenture Trustee May Own Notes	52

SECTION 7.6.	Indenture Trustee’s Fees and Expenses	53

SECTION 7.7.	Eligibility Requirements for Indenture Trustee	53

SECTION 7.8.	Resignation or Removal of Indenture Trustee	53

SECTION 7.9.	Successor Indenture Trustee	54

SECTION 7.10.	Merger or Consolidation of Indenture Trustee	55

SECTION 7.11.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	55

SECTION 7.12.	Paying Agent and Note Registrar Rights	57

SECTION 7.13.	Authorization	57

SECTION 7.14.	Maintenance of Office or Agency	57

ARTICLE VIII.	COVENANTS OF THE ISSUER	58

SECTION 8.1.	Payment of Principal, Interest and Other Amounts	58


SECTION 8.2.	Eligible Timeshare Loans	58

SECTION 8.3.	Money for Payments to Noteholders to Be Held in Trust	58

SECTION 8.4.	Existence; Merger; Consolidation, etc	59

SECTION 8.5.	Protection of Trust Estate; Further Assurances	60

SECTION 8.6.	Additional Covenants	62

SECTION 8.7.	Taxes	63

SECTION 8.8.	Restricted Payments	63

SECTION 8.9.	Treatment of Notes as Debt for Tax Purposes	64

SECTION 8.10.	Further Instruments and Acts	64

ARTICLE IX.	SUPPLEMENTAL INDENTURES	64

SECTION 9.1.	Supplemental Indentures	64

SECTION 9.2.	Supplemental Indentures with Consent of Noteholders	65

SECTION 9.3.	Execution of Supplemental Indentures	66

SECTION 9.4.	Effect of Supplemental Indentures	66

SECTION 9.5.	Reference in Notes to Supplemental Indentures	66

ARTICLE X.	REDEMPTION OF NOTES	67

SECTION 10.1.	Optional Redemption; Election to Redeem	67

SECTION 10.2.	Notice to Indenture Trustee	67

SECTION 10.3.	Notice of Redemption by the Servicer	67

SECTION 10.4.	Deposit of Redemption Price	67

SECTION 10.5.	Notes Payable on Redemption Date	67

ARTICLE XI.	SATISFACTION AND DISCHARGE	68

SECTION 11.1.	Satisfaction and Discharge of Indenture	68

SECTION 11.2.	Application of Trust Money; Repayment of Money Held by Paying Agent	69


SECTION 11.3.	Trust Termination Date	69

ARTICLE XII.	REPRESENTATIONS AND WARRANTIES AND COVENANTS	69

SECTION 12.1.	Representations and Warranties of the Issuer	69

SECTION 12.2.	Representations and Warranties of the Servicer	72

SECTION 12.3.	Representations and Warranties of the Indenture Trustee	75

SECTION 12.4.	Multiple Roles	76

SECTION 12.5.	[Reserved]	76

SECTION 12.6.	Covenants of the Club Trustee	76

SECTION 12.7.	Representations and Warranties of the Backup Servicer	79

ARTICLE XIII.	MISCELLANEOUS	82

SECTION 13.1.	Officer’s Certificate and Opinion of Counsel as to Conditions Precedent	82

SECTION 13.2.	Statements Required in Certificate or Opinion	82

SECTION 13.3.	Notices	82

SECTION 13.4.	No Proceedings	84


Exhibit A	Form of Notes

Exhibit B	Form of Investor Representation Letter

Exhibit C	Credit Policy

Exhibit D	Form of Monthly Servicer Report

Exhibit E	Servicing Officer’s Certificate

Exhibit F	Form of Investor Certification

Exhibit G	[Reserved]

Exhibit H	Form of Aruba Notice

Exhibit I	Resort Ratings


Exhibit J	[Reserved]

Exhibit K	Collection Policy

Annex A	Standard Definitions

Schedule I	Schedule of Timeshare Loans

Schedule II	Litigation Schedule

vii

INDENTURE

This INDENTURE, dated as of August 1, 2010 (this “ Indenture ”), is among BXG LEGACY 2010 LLC, a Delaware limited liability company, as issuer (the “ Issuer ”), BLUEGREEN CORPORATION (“ Bluegreen ”), a Massachusetts corporation, in its capacity as servicer (the “ Servicer ”), VACATION TRUST, INC., a Florida corporation, as trustee under the Club Trust Agreement (the “ Club Trustee ”), CONCORD SERVICING CORPORATION, an Arizona corporation, as backup servicer (the “ Backup Servicer ”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “ Indenture Trustee ”), as paying agent (the “ Paying Agent ”), as custodian (the “ Custodian ”) and as a securities intermediary with respect to the Trust Accounts (in such capacity, the “ Account Intermediary ”).

RECITALS OF THE ISSUER

WHEREAS, the Issuer has duly authorized the execution and delivery of this Indenture to provide for the issuance of its $23,500,000 12.00% Timeshare Loan-Backed Notes, Series 2010, Class A-1 (the “ Class A-1 Notes ”) and $3,538,000 12.00% Timeshare Loan-Backed Notes, Series 2010, Class A-2 (the “ Class A-2 Notes ”, and together with the Class A-1 Notes, the “ Notes ”);

WHEREAS, all things necessary to make the Notes, when executed by the Issuer and authenticated and delivered by the Indenture Trustee hereunder, the valid recourse obligations of the Issuer, and to make this Indenture a valid agreement of the Issuer, in accordance with its terms, have been done;

WHEREAS, the Servicer has agreed to service and administer the Timeshare Loans securing the Notes and the Backup Servicer and the Indenture Trustee have agreed to, among other things, service and administer the Timeshare Loans if the Servicer shall no longer be the Servicer hereunder and no successor Servicer is appointed by the Noteholders pursuant to Section 5.4(b) hereof;

WHEREAS, the Club Trustee is a limited purpose entity which, on behalf of Beneficiaries of the Club, holds title to the Timeshare Properties related to the Club Loans.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the benefit of the Noteholders, as follows:

GRANTING CLAUSE

and to the following whether now owned or hereafter acquired and any and all benefits accruing to the Issuer from, (i) the Initial Timeshare Loans, (ii) any other Timeshare Loans sold or transferred to the Issuer pursuant to the Sale Agreement, (iii) the Receivables due after the applicable Cut-Off Date in respect of each Timeshare Loan sold or transferred to the Issuer pursuant to the Sale Agreement, (iv) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (v) all Related Security in respect of each Timeshare Loan, (vi) all rights and remedies under the Guaranty, the Sale Agreement, the Backup Servicing Agreement, the Lockbox Agreement and the Custodial Agreement, (vii) the Lockbox Account, the Collection Account, the Reserve Account and the Credit Card Account, and (viii) all proceeds of the foregoing (including, without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds (as applicable), condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing) (collectively, the “ Trust Estate ”). Notwithstanding the foregoing, the Trust Estate shall not include (i) any Timeshare Loan released from the Lien of this Indenture in accordance with the terms hereof and any Related Security, Timeshare Loan Documents, income or proceeds related to such released Timeshare Loan, (ii) any amount distributed pursuant to Section 3.4 or Section 6.6 hereof or (iii) any Misdirected Deposits.

Such Grant is made in trust to secure (i) the payment of all amounts due on the Notes in accordance with their terms, equally and ratably except as otherwise may be provided in this Indenture, without prejudice, priority, or distinction between any Note of the same Class and any other Note of the same Class by reason of differences in time of issuance or otherwise, and (ii) the payment of all other sums payable under the Notes and this Indenture.

The Indenture Trustee acknowledges such Grant, accepts the trusts hereunder in accordance with the provisions hereof, and agrees to perform the duties herein required to the best of its ability and to the end that the interests of the Noteholders may be adequately and effectively protected as hereinafter provided.

The Custodian shall hold the Timeshare Loan Files in trust, for the use and benefit of the Issuer and all present and future Noteholders, and shall retain possession thereof. The Custodian further agrees and acknowledges that each other item making up the Trust Estate that is physically delivered to the Custodian will be held by the Custodian in the State of Minnesota or in any other location acceptable to the Indenture Trustee and the Servicer.

The Indenture Trustee further acknowledges that in the event the conveyance of the Timeshare Loans by the Seller to the Issuer pursuant to the Sale Agreement is determined to constitute a loan and not a sale as it is intended by all the parties hereto, the Custodian will be holding each of the Timeshare Loans as bailee of the Issuer; provided , however , that with respect to the Timeshare Loans, the Custodian will not act at the direction of the Issuer without the written consent of the Indenture Trustee.

ARTICLE I.

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 1.1. General Definitions and Usage of Terms .

(a) In addition to the terms defined elsewhere in this Indenture, capitalized terms shall have the meanings given them in the Standard Definitions attached hereto as Annex A .

(b) With respect to all terms in this Indenture, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Indenture; references to Persons include their successors and assigns; and the term “including” means “including without limitation”.

SECTION 1.2. Compliance Certificates and Opinions .

Upon any written application or request (or oral application with prompt written or confirmable electronic means) by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, other than any request that (a) the Indenture Trustee authenticate the Notes specified in such request, (b) the Indenture Trustee invest moneys in any of the Trust Accounts pursuant to the written directions specified in such request or (c) the Indenture Trustee pay moneys due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Indenture Trustee shall require the Issuer to furnish to the Indenture Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and that the request otherwise is in accordance with the terms of this Indenture, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such requested action as to which other evidence of satisfaction of the conditions precedent thereto is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

SECTION 1.3. Form of Documents Delivered to Indenture Trustee .

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

certificate or opinion is based is erroneous. Any such officer’s certificate or opinion and any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer as to such factual matters unless such officer or counsel knows that the certificate or opinion or representations with respect to such matters is erroneous. Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel’s opinion and shall include a statement to the effect that such other counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

Wherever in this Indenture, in connection with any application or certificate or report to the Indenture Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Section 7.1(b) hereof.

Whenever in this Indenture it is provided that the absence of the occurrence and continuation of a Default, Event of Default or Servicer Event of Default is a condition precedent to the taking of any action by the Indenture Trustee at the request or direction of the Issuer, then, notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer’s right to make such request or direction, the Indenture Trustee shall be protected in acting in accordance with such request or direction if it does not have Knowledge of the occurrence and continuation of such event. For all purposes of this Indenture, the Indenture Trustee shall not be deemed to have Knowledge of any Default, Event of Default or Servicer Event of Default nor shall the Indenture Trustee have any duty to monitor or investigate to determine whether a default has occurred (other than an Event of Default of the kind described in Section 6.1(a) hereof) or Servicer Event of Default has occurred unless a Responsible Officer of the Indenture Trustee shall have Knowledge thereof or shall have been notified in writing thereof by the Issuer, the Servicer or any secured party.

SECTION 1.4. Acts of Noteholders, etc .

instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act ” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.1 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.4.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Indenture Trustee deems sufficient.

(c) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder of any Note shall bind every future holder of the same Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

(d) By accepting the Notes issued pursuant to this Indenture, each Noteholder irrevocably appoints the Indenture Trustee hereunder as the special attorney-in-fact for such Noteholder vested with full power on behalf of such Noteholder to effect and enforce the rights of such Noteholder for the benefit of such Noteholder; provided , that nothing contained in this Section 1.4(d) shall be deemed to confer upon the Indenture Trustee any duty or power to vote on behalf of the Noteholders with respect to any matter on which the Noteholders have a right to vote pursuant to the terms of this Indenture.

SECTION 1.5. Notice to Noteholders; Waiver .

(a) Where this Indenture provides for notice to Noteholders of any event, or the mailing of any report to Noteholders, such notice or report shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, via first class mail, or sent by private courier or confirmable electronic means to each Noteholder affected by such event or to whom such report is required to be mailed, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of such report. In any case where a notice or report to Noteholders is mailed, neither the failure to mail such notice or report, nor any defect in any notice or report so mailed, to any particular Noteholder shall affect the sufficiency of such notice or report with respect to other Noteholders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(b) In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to mail or send notice to Noteholders, in accordance with Section 1.5(a) hereof, of any event or any report to Noteholders when such notice or report is required to be delivered pursuant to any provision of this Indenture, then such notification or delivery as shall be made with the approval of the Indenture Trustee shall constitute a sufficient notification for every purpose hereunder.

SECTION 1.6. Effect of Headings and Table of Contents .

The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.7. Successors and Assigns .

All covenants and agreements in this Indenture by each of the parties hereto shall bind its respective successors and permitted assigns, whether so expressed or not.

SECTION 1.8. GOVERNING LAW .

THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK. UNLESS MADE APPLICABLE IN A SUPPLEMENT HERETO, THIS INDENTURE IS NOT SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS AMENDED, AND SHALL NOT BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH .

SECTION 1.9. Legal Holidays .

In any case where any Payment Date or the Stated Maturity or any other date on which principal of or interest on any Note is proposed to be paid shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) such payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Payment Date, Stated Maturity or other date on which principal of or interest on any Note is proposed to be paid; provided , that no penalty interest shall accrue for the period from and after such Payment Date, Stated Maturity, or any other date on which principal of or interest on any Note is proposed to be paid, as the case may be, until such next succeeding Business Day.

SECTION 1.10. Execution in Counterparts .

This Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 1.11. Inspection .

The Issuer agrees that, on ten Business Days’ prior notice (or, one Business Day’s prior notice after the occurrence and during the continuance of an Event of Default or a Servicer Event of Default), it will permit the representatives of the Indenture Trustee or any Noteholder, during the Issuer’s normal business hours, to examine all of the books of account, records, reports and other papers of the Issuer, to make copies thereof and extracts therefrom, and to discuss its affairs, finances and accounts with its designated officers, employees and independent accountants in the presence of such designated officers and employees (and by this provision the Issuer hereby authorizes its independent accountants to discuss with such representatives such affairs, finances and accounts), all at such reasonable times and as often as may be reasonably requested for the purpose of reviewing or evaluating the financial condition or affairs of the Issuer or the performance of and compliance with the covenants and undertakings of the Issuer and the Servicer in this Indenture or any of the other documents referred to herein or therein. Any reasonable expense incident to the exercise by the Indenture Trustee at any time or any Noteholder during the continuance of any Default or Event of Default, of any right under this Section 1.11 shall be borne by the Issuer and distributed in accordance with Section 3.4 or Section 6.6 hereof, as applicable. Nothing contained herein shall be construed as a duty of the Indenture Trustee to perform such inspection.

SECTION 1.12. Survival of Representations and Warranties .

The representations, warranties and certifications of the Issuer made in this Indenture or in any certificate or other writing delivered by the Issuer pursuant hereto shall survive the authentication and delivery of the Notes hereunder.

ARTICLE II.

THE NOTES

SECTION 2.1. General Provisions .

(a) Form of Notes . The Notes shall be designated as the “BXG Legacy 2010 LLC, Timeshare Loan-Backed Notes, Series 2010”. The Notes, together with their certificates of authentication, shall be in substantially the form set forth in Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or are permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may consistently herewith, be determined by the officer executing such Notes, as evidenced by such officer’s execution of such Notes.

(b) Denominations . The Outstanding Note Balance of the Class A-1 Notes and the Class A-2 Notes which may be authenticated and delivered under this Indenture is limited to $23,500,000 and $3,538,000, respectively. The Notes shall be issuable only as registered Notes, without interest coupons, in the denominations of at least $50,000 and in integral multiples of $1,000; provided , however , that the foregoing shall not restrict or prevent the transfer in accordance with Section 2.4 hereof of any Note with a remaining Outstanding Note Balance of less than $50,000.

(c) Execution, Authentication, Delivery and Dating . The Notes shall be manually executed by an Authorized Officer of the Issuer. Any Note bearing the signature of an individual who was at the time of execution thereof an Authorized Officer of the Issuer shall bind the Issuer, notwithstanding that such individual ceases to hold such office prior to the authentication and delivery of such Note or did not hold such office at the date of such Note. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Indenture Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.

SECTION 2.2. Global Notes .

Each of the Class A-1 Notes, upon original issuance, shall be issued in the form of one or more book-entry global certificates (the “ Global Notes ” and each, a “ Global Note ”) to be deposited with the Indenture Trustee as custodian for DTC, the initial Depository, by or on behalf of the Issuer. All Global Notes shall be initially registered on the Note Register in the name of Cede & Co., the nominee of DTC and no Note Owner will receive a definitive note (a “ Definitive Note ”) representing such Note Owner’s interest in the related Class A-1 Notes, except as provided in Section 2.3 hereof. Unless and until Definitive Notes have been issued in respect of the Class A-1 Notes pursuant to Section 2.3 hereof:

(a) the provisions of this Section 2.2 shall be in full force and effect with respect to the Class A-1 Notes;

(b) the Issuer, the Servicer and the Indenture Trustee may deal with the Depository and the Depository Participants for all purposes with respect to such Notes (including the making of distributions on such Notes) as the authorized representatives of the respective Note Owners;

(c) to the extent that the provisions of this Section 2.2 conflict with any other provisions of this Indenture, the provisions of this Section 2.2 shall control;

(d) the rights of the respective Note Owners of the Class A-1 Notes shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the respective Note Owners and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Notes are issued in respect of the Class A-1 Notes pursuant to Section 2.3 hereof, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal of, and interest on, the Class A-1 Notes to the Depository Participants; and

(e) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders holding Notes evidencing a specified percentage of the Outstanding Note Balance of the Class A-1 Notes, the Depositary shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from the Note Owners and/or Depository Participants owning or representing, respectively, such required Outstanding Note Balance of the Class A-1 Notes and has delivered such instructions to the Indenture Trustee. The Indenture Trustee shall have no obligation to determine whether the Depository has in fact received any such instructions.

SECTION 2.3. Definitive Notes .

(a) If (i) the Issuer advises the Indenture Trustee in writing that the Depository is no longer willing, qualified or able to properly discharge its responsibilities as Depository with respect to the Global Notes and the Indenture Trustee or the Issuer is unable to locate a qualified successor, (ii) the Issuer, at its sole option, advises the Indenture Trustee in writing that it elects to terminate the book-entry system with respect to the Class A-1 Notes through the Depository, or (iii) after the occurrence of an Event of Default, Note Owners evidencing not less than 66-2/3% of the Outstanding Note Balance of the Class A-1 Notes, advise the Indenture Trustee and the Depository through the Depository Participants in writing that the continuation of a book-entry system with respect to the Class A-1 Notes through the Depository is no longer in the best interest of such Note Owners, the Indenture Trustee shall use its best efforts to notify all affected Note Owners through the Depository of the occurrence of any such event and of the availability of Definitive Notes to such Note Owners. None of the Issuer, the Indenture Trustee or the Servicer shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Issuer, the Indenture Trustee, the Note Registrar and the Servicer shall recognize holders of Definitive Notes as Noteholders hereunder. Upon the issuance of Definitive Notes, all references herein to obligations imposed upon or to be performed by the Depository shall be deemed to be imposed upon and performed by the Indenture Trustee, to the extent applicable with respect to such Definitive Notes.

(b) the Class A-2 Notes shall be issued in definitive form only and shall be “Definitive Notes” hereunder.

SECTION 2.4. Registration, Transfer and Exchange of Notes .

(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “ Note Register ”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “Note Registrar” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register; provided , however , in no event shall the Note Registrar be required to maintain in the Note Register the names of the individual participants holding Notes through the Depository. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Note is transferable or exchangeable only upon the

surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Issuer, the Indenture Trustee or the Servicer, the Note Registrar shall provide the Issuer, the Indenture Trustee or the Servicer, as applicable, with the names and addresses of the Noteholders.

(b) Upon surrender for registration of transfer of any Definitive Note, subject to the applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the designated transferee or transferees, one or more new Notes in denominations of a like aggregate denomination as the Definitive Note being surrendered. Each Note surrendered for registration of transfer shall be canceled and consequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange of Notes shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

The Notes will not be registered under the Securities Act, under applicable state securities laws or under the laws of any other jurisdiction and may not be offered or sold within the United States or to, or for the account of any U.S. person (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No resale or transfer of any Note may be made unless such resale or transfer is made in accordance with this Indenture and only if (i) in the case of a transfer of the Class A-1 Notes only, in the United States to a person whom the seller reasonably believes is a qualified institutional buyer and who is also a Qualified Purchaser in a transaction meeting the requirements of Rule 144A, (ii) in the case of a transfer of Class A-2 Notes only, in the United States to a person whom the seller reasonably believes is an accredited investor and who is also a Qualified Purchaser, (iii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) to a person who is a Qualified Purchaser, or (iv) pursuant to an effective registration statement under the Securities Act to a person who is a Qualified Purchaser, in each of cases (i) through (iv) in accordance with any applicable securities laws of any State of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note without registration.

(c) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or section 4975 of the Code that is not subject to a statutory, regulatory or administrative exemption, and no violation of any Similar Law, will occur in connection with purchaser’s or such transferee’s acquisition, holding or disposition of such Note. In addition, the Notes may not be purchased by or transferred to any Benefit Plan or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the Seller, the Originators, the Servicer, the Indenture Trustee, the Paying Agent, the Custodian, the

Backup Servicer, the Lockbox Bank or the Placement Agent, or by any Affiliate of any such person. In addition to the applicable provisions of this Section 2.4 and the rules of the Depository, the exchange, transfer and registration of transfer of Global Notes shall only be made in accordance with Section 2.4(c) hereof and this Section 2.4(d).

(d) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange referred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

(e) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of such Notes without registration or qualification. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

(f) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, upon the request of any holder of a Note or of any beneficial owner therein, such information as is specified in paragraph (d)(4) of Rule 144A under the Securities Act (i) to such holder or beneficial owner, (ii) to a prospective purchaser of such Note or interest therein who is a qualified institutional buyer (as defined under Rule 144A) designated by such holder or beneficial owner or (iii) to the Indenture Trustee for delivery to such holder, beneficial owner or prospective purchaser, in order to permit compliance with Rule 144A by such holder or beneficial owner in connection with the resale of such Note or beneficial interest therein by such holder or beneficial owner in reliance on Rule 144A unless, at the time of such request, the Issuer is subject to the reporting requirements of Section 13 or 15(d) of the United States Securities Exchange Act of 1934, as amended.

(g) The Notes represent the sole obligation of the Issuer payable from the Trust Estate and do not represent the obligations of the Originators, the Servicer, the Seller, the Backup Servicer, the Indenture Trustee or the Custodian.

(i) The Issuer may not, at any time, own any Class of Notes.

SECTION 2.5. Mutilated, Destroyed, Lost and Stolen Notes .

(a) If any mutilated Note is surrendered to the Indenture Trustee, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefor a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

request the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

(c) In case the final installment of principal on any such mutilated, destroyed, lost or stolen Note has become or will at the next Payment Date become due and payable, the Issuer, in its discretion, may, instead of issuing a replacement Note, pay such Note.

(d) Upon the issuance of any replacement Note under this Section 2.5, the Issuer or the Indenture Trustee may require the payment by the Noteholder of a sum sufficient to cover any Tax or other governmental charge that may be imposed as a result of the issuance of such replacement Note.

(e) Every replacement Note issued pursuant to this Section 2.5 in lieu of any destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

(f) The provisions of this Section 2.5 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 2.6. Payment of Interest and Principal; Rights Preserved .

(a) Any installment of interest or principal, payable on any Note that is punctually paid or duly provided for by or on behalf of the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Note was registered at the close of business on the Record Date for such Payment Date by check mailed to the address specified in the Note Register, or if a Noteholder has provided wire transfer instructions to the Indenture Trustee at least five Business Days prior to the applicable Payment Date, upon the request of a Noteholder, by wire transfer of federal funds to the account and number specified in the Note Register, in each case on such Record Date for such Person (which shall be, as to each original purchaser of the Notes, the account and number specified by such purchaser to the Indenture Trustee in writing, or, if no such account or number is so specified, then by check mailed to such Person’s address as it appears in the Note Register on such Record Date).

(b) All reductions in the principal amount of a Note effected by payments of principal made on any Payment Date shall be binding upon all Noteholders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, whether or not such payment is noted on such Note. All payments on the Notes shall be paid without any requirement of presentment, but each Noteholder of any Note shall be deemed to agree, by its acceptance of the same, to surrender such Note at the Corporate Trust Office within 30 days after receipt of the final principal payment of such Note.

SECTION 2.7. Persons Deemed Owners .

Prior to due presentment of a Note for registration of transfer, the Issuer, the Indenture Trustee, and any agent of the Issuer or the Indenture Trustee may treat the registered Noteholder as the owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not payment on such Note is overdue, and neither the Issuer, the Indenture Trustee, nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.8. Cancellation .

All Notes surrendered for registration of transfer or exchange or following final payment shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by it. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes canceled as provided in this Section 2.8, except as expressly permitted by this Indenture. All canceled Notes held by the Indenture Trustee may be disposed of in the normal course of its business or as directed by an Issuer Order.

SECTION 2.9. Noteholder Lists .

The Indenture Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of the Noteholders. In the event the Indenture Trustee no longer serves as the Note Registrar, the Issuer (or any other obligor upon the Notes) shall furnish to the Indenture Trustee at least five Business Days before each Payment Date (and in all events in intervals of not more than six months) and at such other times as the Indenture Trustee may request in writing a list in such form and as of such date as the Indenture Trustee may reasonably require of the names and addresses of the Noteholders.

SECTION 2.10. Treasury Notes .

In determining whether the Noteholders of the required Outstanding Note Balance of the Notes have concurred in any direction, waiver or consent, Notes held or redeemed by the Issuer or any other obligor in respect of the Notes or held by an Affiliate of the Issuer or such other obligor shall be considered as though not Outstanding, except that for the purposes of determining whether the Indenture Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer of the Indenture Trustee knows are so owned shall be so disregarded.

SECTION 2.11. Notice to Depository .

Whenever notice or other communication to the holders of Global Notes is required under this Indenture, unless and until Definitive Notes have been issued to the related Note Owners pursuant to Section 2.3 hereof, the Indenture Trustee shall give all such notices and communications specified herein to be given to such Note Owners to the Depository.

SECTION 2.12. Confidentiality .

Each Noteholder, by acceptance of a Note, agrees and covenants that it shall hold in confidence all Confidential Information; provided , however , that any Noteholder may deliver or disclose Confidential Information to (i) its directors, officers, trustees, managers, employees, agents, attorneys and affiliates (to the extent such disclosure reasonably relates to the investment represented by the Notes), (ii) its financial advisors and other professional advisors who agree to hold confidential such information substantially in accordance with the terms of this Section 2.12, (iii) any other Noteholder, (iv) any institutional investor to which such Noteholder sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing prior to its receipt of such confidential information to be bound by the provisions of this Section 2.12), (v) any federal or state regulatory authority having jurisdiction over such Noteholder, (vi) the National Association of Insurance Commissioners or any similar organization, or any nationally recognized rating agencies that requires access to information about such Noteholder’s investment portfolio, or (vii) any other Person to which such delivery or disclosure may be necessary or appropriate (w) to effect compliance with any law, rule, regulation or order applicable to such Noteholder, (x) in response to any subpoena or other legal process, (y) in connection with any litigation to which such Noteholder is a party or (z) if an Event of Default has occurred and is continuing, to the extent such Noteholder may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of the rights and remedies under the Notes and the Transaction Documents.

SECTION 2.13. Conditions Precedent to Issuance of Notes .

In addition to the requirements specified herein, the Notes shall not be deemed issued until the “additional conditions precedent” specified in Section 10 of the Placement Agreement have been satisfied or waived pursuant to the terms of the Placement Agreement.

ARTICLE III.

ACCOUNTS; COLLECTION AND
APPLICATION OF MONEYS; REPORTS

SECTION 3.1. Trust Accounts; Investments by Indenture Trustee .

(a) On or before the Closing Date, the Indenture Trustee shall establish in the name of the Indenture Trustee for the benefit of the Noteholders or, in the case of the Lockbox Account and the Credit Card Account, in the name of the Issuer, as provided in this Indenture, the Trust Accounts, which accounts shall be Eligible Bank Accounts.

Subject to the further provisions of this Section 3.1(a), the Indenture Trustee shall, upon receipt or upon transfer from another account, as the case may be, deposit into such Trust Accounts all amounts and Eligible Investments received by it which are required to be deposited therein in accordance with the provisions of this Indenture. All such amounts and all investments made with such amounts, including all income and other gain from such investments, shall be held by the Indenture Trustee in such accounts as part of the Trust Estate as

herein provided, subject to withdrawal by the Indenture Trustee in accordance with, and for the purposes specified in the provisions of, this Indenture.

(b) The Indenture Trustee shall assume that any amount remitted to it in respect of the Trust Estate is to be deposited into the Collection Account pursuant to Section 3.2(a) hereof unless a Responsible Officer of the Indenture Trustee receives written instructions from the Servicer to the contrary.

(c) None of the parties hereto shall have any right of set-off with respect to any Trust Account or any investment therein.

(d) So long as no Event of Default shall have occurred and be continuing, all or a portion of the amounts in any Trust Account (other than the Lockbox Account and the Credit Card Account) shall be invested and reinvested by the Indenture Trustee pursuant to an Issuer Order in one or more Eligible Investments. Subject to the restrictions on the maturity of investments set forth in Section 3.1(f) hereof, each such Issuer Order may authorize the Indenture Trustee to make the specific Eligible Investments set forth therein, and to make Eligible Investments from time to time consistent with the general instructions set forth therein, in each case, in such amounts as such Issuer Order may specify. Until an Issuer Order to the contrary is delivered, the Indenture Trustee shall make the Eligible Investments set forth in the Investment Authorization Letter delivered on the Closing Date.

(e) In the event that either (i) the Issuer shall have failed to give investment directions to the Indenture Trustee by 9:30 A.M., New York City time on any Business Day on which there may be uninvested cash in the Collection Account or the Reserve Account or (ii) an Event of Default shall be continuing, the Indenture Trustee shall promptly invest and reinvest the funds then in the designated Trust Account to the fullest extent practicable in those obligations or securities described in clause (e) of the definition of “Eligible Investments”. All investments made by the Indenture Trustee shall mature no later than the maturity date therefor permitted by Section 3.1(f) hereof.

(f) No investment of any amount held in any Trust Account shall mature later than the Business Day immediately preceding the Payment Date which is scheduled to occur immediately following the date of investment. All income or other gains (net of losses) from the investment of moneys deposited in any Trust Account shall be deposited by the Indenture Trustee in such account immediately upon receipt.

(g) Subject to Section 3.1(d) hereof, any investment of any funds in any Trust Account shall be made under the following terms and conditions:


	(i) each such investment shall be made or transferred in the name of the Indenture Trustee, in each case in such manner as shall be necessary to maintain the identity of such investments as assets of the Trust Estate; and

	(ii) any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee, and the Indenture Trustee shall have sole possession of such instrument, and all income on such investment.

(h) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Trust Account resulting from losses on investments made or transferred in accordance with the provisions of this Section 3.1 including, but not limited to, losses resulting from the sale or depreciation in the market value of such investments (but the institution serving as Indenture Trustee shall at all times remain liable for its own obligations, if any, constituting part of such investments). The Indenture Trustee shall not be liable for any investment or liquidation of an investment made by it in accordance with this Section 3.1 on the grounds that it could have made a more favorable investment or a more favorable selection for sale of an investment.

(i) The parties agree that each Trust Account (other than the Lockbox Account and the Credit Card Account) is a “securities account” within the meaning of Article 8 of the UCC and that all property (including without limitation all uninvested funds, securities and other investment property) at any time deposited or carried in or credited to the Trust Accounts (other than the Lockbox Account and the Credit Card Account) shall be treated as “financial assets” within the meaning of Article 8 of the UCC. The Account Intermediary agrees that (A) it is a “securities intermediary” within the meaning of Article 8 of the UCC and will at all times act in such capacity with respect to the Trust Accounts and (B) the Indenture Trustee is the entitlement holder of the Trust Accounts (other than the Lockbox Account and the Credit Card Account). The parties agree that the Account Intermediary shall follow all “entitlement orders” (as such term is defined in Article 8 of the UCC) originated by the Indenture Trustee with respect to the Trust Accounts (other than the Lockbox Account and the Credit Card Account) and all financial assets deposited or carried in or credited to any Trust Account (other than the Lockbox Account and the Credit Card Account). The parties agree that the “securities intermediary’s jurisdiction”, within the meaning of Section 8-110 of the UCC, with respect to security entitlements to financial assets credited to the Trust Accounts (other than the Lockbox Account and the Credit Card Account) shall be the State of New York.

SECTION 3.2. Establishment and Administration of the Trust Accounts .

(a) Collection Account . The Issuer hereby directs and the Indenture Trustee hereby agrees to cause to be established and maintained an account (the “ Collection Account ”) for the benefit of the Noteholders. The Collection Account shall be an Eligible Bank Account initially established at the corporate trust department of the Indenture Trustee, bearing the following designation “BXG Legacy 2010 LLC, Timeshare Loan-Backed Notes, Series 2010 — Collection Account, U.S. Bank National Association, as Indenture Trustee for the benefit of the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders as their interests appear in the Trust Estate. If, at any time, the Collection Account ceases to be an Eligible Bank Account, the Indenture Trustee shall within two Business Days establish a new Collection Account (which, if not maintained by the Indenture Trustee, is subject to an account control agreement satisfactory to the Indenture Trustee) which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Collection Account, and from the date such new Collection Account is established, it shall be the “Collection Account”. The Indenture Trustee agrees to immediately deposit any amounts received by it into the Collection Account. Amounts on deposit in the

Collection Account shall be invested in accordance with Section 3.1 hereof. Withdrawals and payments from the Collection Account will be made on each Payment Date as provided in Section 3.4 or Section 6.6 hereof, as applicable. The Indenture Trustee, at the written direction of the Servicer, shall withdraw (no more than once per calendar week) from the Collection Account and return to the Servicer or as directed by the Servicer, any amounts which were mistakenly deposited in the Collection Account, including, without limitation, amounts representing Misdirected Deposits. On each Payment Date, the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Collection Account and return to the Servicer or as directed by the Servicer, any amounts which represent Additional Servicing Compensation. The Indenture Trustee may conclusively rely on such written directions.

(b) Reserve Account . The Issuer hereby directs and the Indenture Trustee hereby agrees to cause to be established and maintained an account (the “ Reserve Account ”) for the benefit of the Noteholders. On the Closing Date, the Indenture Trustee shall deposit, from the proceeds from the sale of the Notes, an amount equal to the Reserve Account Initial Deposit. The Reserve Account shall be an Eligible Bank Account initially established at the corporate trust department of the Indenture Trustee, bearing the following designation “BXG Legacy 2010 LLC, Timeshare Loan-Backed Notes, Series 2010 — Reserve Account, U.S. Bank National Association, as Indenture Trustee for the benefit of the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all right, title and interest in all funds on deposit from time to time in the Reserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders as their interests appear in the Trust Estate. If, at any time, the Reserve Account ceases to be an Eligible Bank Account, the Indenture Trustee shall within two Business Days establish a new Reserve Account (which, if not maintained by the Indenture Trustee, is subject to an account control agreement satisfactory to the Indenture Trustee) which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Reserve Account and from the date such new Reserve Account is established, it shall be the “Reserve Account”. Amounts on deposit in the Reserve Account shall be invested in accordance with Section 3.1 hereof. Deposits to the Reserve Account shall be made in accordance with Section 3.4 hereof. Withdrawals and payments from the Reserve Account shall be made in the following manner:


	(i) Withdrawals . (A) Subject to Sections 3.2(b)(ii) hereof, if on any Payment Date prior to the Stated Maturity, Available Funds (without giving effect to any deposit from the Reserve Account) would be insufficient to pay any portion of the Required Payments on such Payment Date, the Indenture Trustee shall on a Payment Date, based on the Monthly Servicer Report, withdraw from the Reserve Account an amount equal to the lesser of such insufficiency and the amount on deposit in the Reserve Account and deposit such amount in the Collection Account.

	(B) If on any Determination Date, the amounts on deposit in the Reserve Account are equal to or in excess of the Aggregate Outstanding Note Balance, all accrued and unpaid interest on the Notes and any amounts due to the Indenture Trustee, the Servicer, the Backup Servicer, the Custodian and the Lockbox Bank, such amounts will be deposited to the Collection Account and distributed on the related Payment Date to the holders of the Notes and such parties.

(ii) Stated Maturity, Event of Default or Payment in Full . On the earlier to occur of (A) the Stated Maturity, (B) the date on which the Notes have been declared or have automatically become due and payable following an Event of Default and (C) the Payment Date on which the Aggregate Outstanding Note Balance has been or will be reduced to zero, the Indenture Trustee shall withdraw all amounts on deposit in the Reserve Account and shall deposit such amounts in the Collection Account for distribution in accordance with Section 3.4 or Section 6.6 hereof, as applicable.

SECTION 3.3. Reserved .

SECTION 3.4. Distributions .

(a) On each Payment Date, except as otherwise provided in Section 6.6 herein, from Available Funds on deposit in the Collection Account and based on the Monthly Servicer Report, the Indenture Trustee shall withdraw funds from the Collection Account to make the following disbursements and distributions to the following parties, in the following order of priority:


	(i) to the Indenture Trustee, the Indenture Trustee Fee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates, and any extraordinary out-of-pocket expenses of the Indenture Trustee (up to $10,000 per Payment Date and no more than a cumulative total of $100,000 for Servicer Termination Costs) incurred and not reimbursed in connection with its obligations and duties under this Indenture;

	(ii) to the Custodian, the Custodian Fee, plus any accrued and unpaid Custodian Fees with respect to prior Payment Dates;

	(iii) to the Lockbox Bank, the Lockbox Fee, plus any accrued and unpaid Lockbox Fees with respect to prior Payment Dates;

	(iv) to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with respect to prior Payment Dates;

	(v) to the Backup Servicer, the Backup Servicing Fee, plus any accrued and unpaid Backup Servicing Fees with respect to prior Payment Dates (less any amounts received from the Indenture Trustee, as successor Servicer);

	(vi) to the Class A-1 Noteholders and the Class A-2 Noteholders, their respective Interest Distribution Amounts, on a pari passu and pro rata basis;

	(vii) to the Reserve Account, all remaining Available Funds until the amounts on deposit in the Reserve Account shall be equal to the Reserve Account Required Balance;


	(viii) to the Class A-1 Noteholders and the Class A-2 Noteholders, as a distribution of principal, all remaining Available Funds, on a pari passu and pro rata basis until the Outstanding Note Balance of the Notes has been reduced to zero;

	(ix) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with (i) above; and

	(x) any remaining Available Funds, to or at the direction of the Issuer.

(b) On and after the Assumption Date, the Indenture Trustee, as successor Servicer, shall pay the Backup Servicing Fee from amounts received in respect of the Servicing Fee.

SECTION 3.5. Reports to Noteholders .

On each Payment Date, the Indenture Trustee shall account to the Initial Purchaser, each Noteholder and each Note Owner the portion of payments then being made which represents principal and the amount which represents interest, and shall contemporaneously advise the Issuer of all such payments. The Indenture Trustee shall satisfy its obligations under this Section 3.5 by making available electronically the Monthly Servicer Report to the Placement Agent, the Noteholders and the Issuer; provided , however , the Indenture Trustee shall have no obligation to provide such information described in this Section 3.5 until it has received the requisite information from the Issuer or the Servicer. On or before the fifth day prior to the final Payment Date with respect to any Class, the Indenture Trustee shall send notice of such Payment Date to the Placement Agent and the Noteholders of such Class. Such notice shall include a statement that if such Notes are paid in full on the final Payment Date, interest shall cease to accrue as of the day immediately preceding such final Payment Date. In addition, the Indenture Trustee shall deliver to the Note Owners, all notices, compliance reports and other certificates delivered by the Indenture Trustee, the Servicer or the Issuer pursuant to this Indenture. At a Note Owner’s request, the Indenture Trustee agrees to provide such Note Owner an accounting of the balance in the Reserve Account.

The Indenture Trustee shall make available to the Noteholders and Note Owners via the Indenture Trustee’s internet website, the Monthly Servicer Report available each month and, with the consent or at the direction of the Issuer, such other information regarding the Notes and/or the Timeshare Loans as the Indenture Trustee may have in its possession, but only with the use of a password provided by the Indenture Trustee or its agent to such Person upon receipt by the Indenture Trustee from such Person of a certification in the form of Exhibit F ; provided , however , that the Indenture Trustee or its agent shall provide such password to the parties to this Indenture without requiring such certification. The Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor.

Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information in accordance with this Indenture.

The Indenture Trustee shall have the right to change the way Monthly Servicer Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Indenture Trustee shall provide timely and adequate notification to all above parties regarding any such changes.

Annually (and more often, if required by applicable law), the Indenture Trustee shall distribute to the Noteholders any Form 1099 or similar information returns required by applicable tax law to be distributed to the Noteholders. The Paying Agent shall prepare or cause to be prepared all such information for distribution by the Indenture Trustee to the Noteholders.

SECTION 3.6. Withholding Taxes .

The Indenture Trustee, on behalf of the Issuer, shall comply with all requirements of the Code and applicable Treasury Regulations and applicable state and local law with respect to the withholding from any distributions made by it to any Noteholder of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

ARTICLE IV.

THE TRUST ESTATE

SECTION 4.1. Acceptance by Indenture Trustee .

(a) Concurrently with the execution and delivery of this Indenture, the Indenture Trustee does hereby acknowledge and accept the conveyance by the Issuer of the assets constituting the Trust Estate. The Indenture Trustee shall hold the Trust Estate in trust for the benefit of the Noteholders, subject to the terms and provisions hereof. In connection with the conveyance of the Trust Estate to the Indenture Trustee, the Issuer has delivered or has caused the Seller to deliver (i) to the Custodian, the Timeshare Loan Files and (ii) to the Servicer, the Timeshare Loan Servicing Files, for each Initial Timeshare Loan conveyed on the Closing Date. With respect to each Transfer Date and in accordance with the Custodial Agreement, the Issuer will deliver or cause to be delivered (i) to the Custodian, the Timeshare Loan Files, and (ii) to the Servicer, the Timeshare Loan Servicing Files, for each Qualified Substitute Timeshare Loan to be conveyed on such Transfer Date.

(b) The Indenture Trustee shall perform its duties under this Section 4.1 and hereunder on behalf of the Trust Estate and for the benefit of the Noteholders in accordance with the terms of this Indenture and applicable law and, in each case, taking into account its other obligations hereunder, but without regard to:


	(i) any relationship that the Indenture Trustee or any Affiliate of the Indenture Trustee may have with an Obligor, the Servicer or the Backup Servicer;


	(ii) the ownership of any Note by the Indenture Trustee or any Affiliate of the Indenture Trustee;

	(iii) the Indenture Trustee’s right to receive compensation for its services hereunder or with respect to any particular transaction; or

	(iv) the ownership, or holding in trust for others, by the Indenture Trustee of any other assets or property.

SECTION 4.2. Grant of Security Interest; Tax Treatment .

(a) The conveyance by the Issuer of the Timeshare Loans to the Indenture Trustee shall not constitute and is not intended to result in an assumption by the Indenture Trustee or any Noteholder of any obligation of the Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans.

(b) It is the intention of the parties hereto that, with respect to all taxes, the Notes will be treated as indebtedness of the Issuer to the Noteholders secured by the Timeshare Loans (the “ Intended Tax Characterization ”). The provisions of this Indenture shall be construed in furtherance of the Intended Tax Characterization. Each of the Issuer, the Servicer, the Indenture Trustee, the Club Trustee and the Backup Servicer by entering into this Indenture, and each Noteholder by the purchase of a Note, agree to report such transactions for purposes of all taxes in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law.

(c) None of the Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Indenture Trustee’s interest in the Timeshare Loans and shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan and the other Timeshare Loans constituting the Trust Estate has been assigned to the Indenture Trustee on behalf of the Noteholders.

SECTION 4.3. Further Action Evidencing Assignments .

(a) The Issuer and the Indenture Trustee each agrees that, from time to time, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or that the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance may reasonably request, in order to perfect, protect or more fully evidence the security interest in the Timeshare Loans or to enable the Indenture Trustee to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, the Issuer will, without the necessity of a request and upon the request of the Indenture Trustee, execute and file or record (or cause to be executed and filed or recorded) such Assignments of Mortgage, financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to create and maintain in the Indenture Trustee a first priority perfected security interest, at all times, in the Trust Estate, including, without limitation, recording and filing UCC-1 financing statements, amendments or continuation statements prior to the effective date of any change of the name, identity or structure or relocation of its chief executive office or its

jurisdiction of formation or any change that would or could affect the perfection pursuant to any financing statement or continuation statement or assignment previously filed or make any UCC-1 financing statement or continuation statement previously filed pursuant to this Indenture seriously misleading within the meaning of applicable provisions of the UCC (and the Issuer shall give the Indenture Trustee at least 30 Business Days prior notice of the expected occurrence of any such circumstance). The Issuer shall promptly deliver to the Indenture Trustee file-stamped copies of any such filings.

(b) (i) The Issuer hereby grants to each of the Servicer and the Indenture Trustee a power of attorney to execute, file and record all documents including, but not limited to, Assignments of Mortgage, UCC-1 financing statements, amendments or continuation statements, on behalf of the Issuer as may be necessary or desirable to effectuate the foregoing and (ii) the Servicer hereby grants to the Indenture Trustee a power of attorney to execute, file and record all documents on behalf of the Servicer as may be necessary or desirable to effectuate the foregoing; provided , however , that such grant shall not create a duty on the part of the Indenture Trustee or the Servicer to file, prepare, record or monitor, or any responsibility for the contents or adequacy of, any such documents.

SECTION 4.4. Substitution and Repurchase of Timeshare Loans .

(a) Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty . If at any time, any party hereto obtains Knowledge that any of the representations and warranties of Bluegreen in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture, the Seller and Bluegreen. In the event any such representation or warranty of Bluegreen is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require, pursuant to its rights under the Sale Agreement, Bluegreen, within 60 days after the date it is first notified of, or otherwise obtains Knowledge of such breach, to eliminate or otherwise cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “ Defective Timeshare Loan ”) either (a) repurchase such Defective Timeshare Loan at its Repurchase Price, or (b) provide one or more Qualified Substitute Timeshare Loans to the Issuer and pay the Substitution Shortfall Amounts to the Issuer, if any. The Indenture Trustee is hereby appointed attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Issuer to enforce Bluegreen’s repurchase or substitution obligations if Bluegreen has not complied with its repurchase or substitution obligations under the Sale Agreement within the aforementioned 60-day period.

(b) Payment of Repurchase Prices and Substitution Shortfall Amounts . The Issuer and the Indenture Trustee shall direct that Bluegreen remit or cause to be remitted all amounts in respect of Repurchase Prices and Substitution Shortfall Amounts payable during the related Due Period in immediately available funds to the Indenture Trustee on the Transfer Date for deposit in the Collection Account.

(c) Schedule of Timeshare Loans . The Issuer and Indenture Trustee shall direct Bluegreen to provide or cause to be provided to the Indenture Trustee on any date on which a Timeshare Loan is repurchased or substituted with an electronic supplement to the Schedule of Timeshare Loans reflecting the removal and/or substitution of Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the provisions of the Transaction Documents.

(d) Officer’s Certificate . No substitution of a Timeshare Loan shall be effective unless the Issuer and the Indenture Trustee shall have received an Officer’s Certificate from Bluegreen indicating that (i) the new Timeshare Loan meets all the criteria of the definition of “Qualified Substitute Timeshare Loan”, (ii) the Timeshare Loan Files for such Qualified Substitute Timeshare Loan have been delivered to the Custodian or shall be delivered to the Custodian within five Business Days, and (iii) the Timeshare Loan Servicing Files for such Qualified Substitute Timeshare Loan have been delivered to the Servicer.

(e) Qualified Substitute Timeshare Loans . Within five Business Days after a Transfer Date, the Issuer and the Indenture Trustee shall direct Bluegreen to deliver or cause the delivery of the Timeshare Loan Files of the related Qualified Substitute Timeshare Loans to the Custodian in accordance with the provisions of this Indenture and the Custodial Agreement.

SECTION 4.5. Release of Lien .

(a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan repurchased or substituted under Section 4.4 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.4 hereof, (ii) in the case of any repurchase, after a payment by the Seller of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by Bluegreen of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.4 hereof.

(b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full.

(c) In addition, at the request of the Servicer, on any Payment Date if (i) Available Funds are sufficient to pay the Required Payments, (ii) the amount on deposit in the Reserve Account is at least equal to the Reserve Account Required Balance, (iii) no Event of Default has occurred and is continuing, and (iv) there is no default under the Guaranty, the Indenture Trustee shall release to Bluegreen or shall consent to the release to Bluegreen of Defaulted Timeshare Loans that have not been repurchased or substituted under Section 4.4 hereof from the Lien of the Indenture, without additional payment (including Defaulted Timeshare Loans with respect to which there has been the payment of any Aggregate Defaulted Timeshare Loan Make-Whole Amount).

(d) In connection with (a), (b) and (c) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by Bluegreen, in each case, without recourse, representation or warranty, as shall be necessary to vest in Bluegreen or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.5. The Servicer shall deliver a Request for Release to

the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.5, and such files shall be transferred to Bluegreen or its designee.

SECTION 4.6. Appointment of Custodian and Paying Agent .

(a) The Indenture Trustee may appoint a custodian to hold all or a portion of the Timeshare Loan Files as agent for the Indenture Trustee. Each custodian shall be a depository institution supervised and regulated by a federal or state banking authority, shall have combined capital and surplus of at least $100,000,000, shall be qualified to do business in the jurisdiction in which it holds any Timeshare Loan File and shall not be the Issuer or an Affiliate of the Issuer. The initial Custodian shall be U.S. Bank National Association. The Indenture Trustee shall not be responsible for paying the Custodian Fee or any other amounts owed to the Custodian.

(b) The Issuer hereby appoints the Indenture Trustee as a Paying Agent. The Issuer may appoint other Paying Agents from time to time. Any such other Paying Agent shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 7.7 hereof.

SECTION 4.7. Sale of Timeshare Loans .

The parties hereto agree that none of the Timeshare Loans in the Trust Estate may be sold or disposed of in any manner except as expressly provided for herein.

ARTICLE V.

SERVICING OF TIMESHARE LOANS

SECTION 5.1. Appointment of Servicer and Backup Servicer; Servicing Standard .

(a) Subject to the terms and conditions herein, the Issuer and the Indenture Trustee hereby appoint Bluegreen as the initial Servicer hereunder. The Servicer, as an independent contractor, shall service, administer and collect all payments made in respect of the Timeshare Loans, enforce the rights and interests of the Issuer and the Indenture Trustee in the Trust Estate and perform all of its duties hereunder in accordance with this Agreement and the Servicing Standard. Each of the Issuer and the Indenture Trustee grants to the Servicer a power of attorney to take any and all steps on behalf of the Issuer or the Indenture Trustee, as applicable, necessary or desirable, to service and administer the Timeshare Loans.

(b) Subject to the terms and conditions herein and in the Backup Servicing Agreement, the Issuer hereby appoints Concord Servicing Corporation to act as the initial Backup Servicer hereunder. The Backup Servicer, as an independent contractor, shall service and administer the Timeshare Loans and perform all of its duties hereunder and under the Backup Servicing Agreement in accordance with the Servicing Standard.

SECTION 5.2. Payments on the Timeshare Loans .

(a) The Servicer shall, in a manner consistent with the Servicing Standard, collect all payments made under each Timeshare Loan and direct each applicable Obligor to timely make all payments in respect of his or her Timeshare Loan to the Lockbox Account maintained at the Lockbox Bank and, with respect to Credit Card Timeshare Loans, direct each applicable credit card vendor to deposit all payments in respect of such Credit Card Timeshare Loans to the Credit Card Account (net of any Servicer Credit Card Processing Costs).

(b) On the Closing Date, the Servicer shall cause to be deposited to the Collection Account all amounts collected and received in respect of the Initial Timeshare Loans after the Initial Cut-Off Date to the day preceding the Closing Date (without deduction for any Liquidation Expenses).

(c) The Indenture Trustee shall direct the Lockbox Bank to remit all collections in respect of the Timeshare Loans on deposit in the Lockbox Account (other than an amount equal to $20,000 that will remain in the Lockbox Account for administrative purposes) to the Collection Account on each Business Day via automated repetitive wire.

(d) Liquidation Expenses shall be reimbursed as Additional Servicing Compensation to the Servicer in accordance with Section 3.2(a) hereof. To the extent that the Servicer has received any Liquidation Expenses as Additional Servicing Compensation and shall subsequently recover any portion of such Liquidation Expenses from the related Obligor, the Servicer shall deposit such amounts into the Collection Account in accordance with Section 5.2(b) hereof.

(e) The Servicer agrees that to the extent it receives any amounts in respect of any insurance policies which are not payable to the Obligor or otherwise necessary for the intended use, or any other collections relating to the Trust Estate, it shall deposit such amounts to the Collection Account within two Business Days of receipt thereof (unless otherwise expressly provided herein).

(f) If the Servicer receives any payments from an Obligor under a Timeshare Loan or any other amounts in respect of the Trust Estate, the Servicer shall remit such amounts to the Collection Account within two (2) Business Days of the Servicer’s receipt thereof.

SECTION 5.3. Duties and Responsibilities of the Servicer .

(a) In addition to any other customary services which the Servicer may perform or may be required to perform hereunder, the Servicer shall perform or cause to be performed through sub-servicers, the following servicing and collection activities in accordance with the Servicing Standard:


	(i) perform standard accounting services and general record keeping services with respect to the Timeshare Loans;

	(ii) respond to telephone or written inquiries of Obligors concerning the Timeshare Loans;


	(iii) keep Obligors informed of the proper place and method for making payment with respect to the Timeshare Loans;

	(iv) contact Obligors to effect collections and to discourage delinquencies in the payment of amounts owed under the Timeshare Loans and doing so by any lawful means;

	(v) report tax information to Obligors and taxing authorities to the extent required by law;

	(vi) take such other action as may be necessary or appropriate in the Servicer’s judgment (which shall be consistent with the Servicing Standard) for the purpose of collecting and transferring to the Indenture Trustee for deposit into the Collection Account all payments received by the Servicer or remitted to the Lockbox Account or the Credit Card Account in respect of the Timeshare Loans (except as otherwise expressly provided herein), and to carry out the duties and obligations imposed upon the Servicer pursuant to the terms of this Indenture;

	(vii) arranging for Liquidations of Timeshare Properties related to Defaulted Timeshare Loans and the remarketing of such Timeshare Properties as provided in Section 5.3(a)(xiii) hereof;

	(viii) use reasonable best efforts to enforce the repurchase and substitution obligations of Bluegreen under the Sale Agreement with respect to breaches of representations and warranties related to the Timeshare Loans;

	(ix) refrain from modifying, waiving or amending the terms of any Timeshare Loan; provided , however , the Servicer may modify, waive or amend a Timeshare Loan for which a default on such Timeshare Loan has occurred or is imminent and such modification, amendment or waiver will not (i) materially alter the interest rate on or the principal balance of such Timeshare Loan, (ii) shorten the final maturity of, lengthen the timing of payments of either principal or interest, or any other terms of, such Timeshare Loan in any manner which would have a material adverse affect on the Noteholders, (iii) adversely affect the Timeshare Property underlying such Timeshare Loan or (iv) reduce materially the likelihood that payments of interest and principal on such Timeshare Loan shall be made when due; provided , further , the Servicer may grant a single extension of the final maturity of a Timeshare Loan if the Servicer, in its reasonable discretion determines that (A) such Timeshare Loan is in default or a default on such Timeshare Loan is likely to occur in the foreseeable future and (B) the value of such Timeshare Loan will be enhanced by such extension; provided , further , the Servicer shall not be permitted to modify, waive or amend the terms of any Timeshare Loan if the sum of the Cut-Off Date Loan Balance of such Timeshare Loan and the Cut-Off Date Loan Balances of all other Timeshare Loans for which the Servicer has modified, waived or amended the terms thereof exceeds 2% of the Initial Cut-Off Date Aggregate Loan Balance;


	(x) work with Obligors in connection with any transfer of ownership of a Timeshare Property by an Obligor to another Person (to the extent permitted), whereby the Servicer may, only if required by law, consent to the assumption by such Person of the Timeshare Loan related to such Timeshare Property (to the extent permitted); provided , however , in connection with any such assumption, the rate of interest borne by, the maturity date of, the principal amount of, the timing of payments of principal and interest in respect of, and all other material terms of, the related Timeshare Loan shall not be changed other than as permitted in (ix) above;

	(xi) to the extent that the Custodian Fees or the Lockbox Fees are, in the Servicer’s reasonable business judgment, no longer commercially reasonable, use commercially reasonable efforts to exercise its rights under the Custodial Agreement or the Lockbox Agreement to replace the Custodian or Lockbox Bank, as applicable. Any such successor shall be reasonably acceptable to the Indenture Trustee;

	(xii) delivery of such information and data to the Backup Servicer as is required under the Backup Servicing Agreement; and

	(xiii) in the event that a Defaulted Timeshare Loan is not or cannot be released from the Lien of the Indenture pursuant to Section 4.5 hereof, the Servicer shall, in accordance with the Servicing Standard and the Collection Policy, promptly institute collection procedures, which may include, but is not limited to, cancellation, termination or foreclosure proceedings or obtaining a deed-in-lieu of foreclosure (each, a “ Foreclosure Property ”). Upon the Timeshare Property becoming a Foreclosure Property, the Servicer shall promptly attempt to remarket such Foreclosure Property. Any fees, including Remarketing Fees, in connection therewith shall constitute Liquidation Expenses and will be reimbursed to the Servicer in accordance with the terms of this Indenture.

(b) The Servicer may not sell any of the Foreclosure Property that is an asset of the Trust Estate except as specifically permitted by this Indenture.

(c) The Servicer shall, at least once each week, for each applicable Credit Card Timeshare Loan, deposit to the Credit Card Account the service charge imposed by the applicable credit card vendor for processing the payment due from the Obligor (such amount, the “ Servicer Credit Card Processing Cost ”) and shall immediately cause all amounts on deposit therein to be transferred to the Lockbox Account. With the written consent of 66-2/3% of the Aggregate Outstanding Note Balance, the Indenture Trustee shall cause the Lockbox Bank to restrict the Servicer’s access and rights to the Credit Card Account, and shall instruct the Indenture Trustee to instruct the Lockbox Bank to sweep all amounts on deposit in the Credit Card Account to be transferred to the Lockbox Account on a daily basis. The Servicer hereby agrees that if such direction is given by the Noteholders, the Servicer shall not provide any contrary instruction to the Lockbox Bank with respect to the Credit Card Account.

(d) For so long as Bluegreen or any of its Affiliates controls the Resorts, the Servicer shall use commercially reasonable best efforts to cause the Club Managing Entity to

maintain or cause to maintain the Resorts in good repair, working order and condition (ordinary wear and tear excepted).

(e) For so long as Bluegreen or any of its Affiliates controls the Resorts, the manager, the related management contract and any master marketing and sale contract (if applicable) for each Resort at all times shall be reasonably satisfactory to the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance. For so long as Bluegreen or any of its Affiliates controls the Association for a Resort, and Bluegreen or an Affiliate thereof is the manager, the related management contract and master marketing and sale contract, if applicable, may be amended or modified in a manner that reasonably may be determined to have a material adverse effect on the Noteholders only with the prior written consent of the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, which consent shall not be unreasonably withheld or delayed.

(f) In the event any Lien (other than a Permitted Lien) attaches to any Timeshare Loan or related collateral from any Person claiming from and through Bluegreen or one of its Affiliates which materially adversely affects the Issuer’s interest in such Timeshare Loan, Bluegreen shall, within the earlier to occur of ten Business Days after such attachment or the respective lienholders’ action to foreclose on such lien, either (i) cause such Lien to be released of record, (ii) provide the Indenture Trustee with a bond in accordance with the applicable laws of the state in which the Timeshare Property is located, issued by a corporate surety acceptable to the Indenture Trustee, in an amount and in form reasonably acceptable to the Indenture Trustee or (iii) provide the Indenture Trustee with such other security as the Indenture Trustee may reasonably require.

(g) The Servicer shall: (i) promptly notify the Indenture Trustee of (A) any claim, action or proceeding which may be reasonably expected to have a material adverse effect on the Trust Estate, or any material part thereof, and (B) any action, suit, proceeding, order or injunction of which Servicer becomes aware after the date hereof pending or threatened against or affecting Servicer or any Affiliate which may be reasonably expected to have a material adverse effect on the Trust Estate or the Servicer’s ability to service the same; (ii) at the request of Indenture Trustee with respect to a claim or action or proceeding which arises from or through the Servicer or one of its Affiliates, appear in and defend, at Servicer’s expense, any such claim, action or proceeding which would have a material adverse effect on the Timeshare Loans or the Servicer’s ability to service the same; and (iii) comply in all respects, and shall cause all Affiliates to comply in all respects, with the terms of any orders imposed on such Person by any governmental authority the failure to comply with which would have a material adverse effect on the Timeshare Loans or the Servicer’s ability to service the same.

(h) Except as contemplated by the Transaction Documents, the Servicer shall not, and shall not permit the Club Managing Entity to, encumber, pledge or otherwise grant a Lien or security interest in and to the Reservation System (including, without limitation, all hardware, software and data in respect thereof) and furthermore agrees, and shall cause the Club Managing Entity, to use commercially reasonable efforts to keep the Reservation System operational, not to dispose of the same and to allow the Club the use of, and access to, the Reservation System in accordance with the terms of the Club Management Agreement. Notwithstanding the foregoing, should the Club Managing Entity determine that it is desirable to

replace the existing hardware and software related to the Reservation System, it will be allowed to enter into a lease or finance arrangement in connection with the lease or purchase of such hardware and software.

(i) The Servicer shall comply in all material respects with the Collection Policy in effect on the Closing Date (or, as amended from time to time with the consent of the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance) and with the terms of the Timeshare Loans.

(j) The Servicer shall not commingle funds constituting collections on the Timeshare Loans with any other funds of the Servicer or any of its Affiliates (other than the Issuer).

(k) The Servicer shall maintain all licenses and permits necessary to own its assets and to transact business in which it is engaged under all applicable law to the extent necessary so as not to have a material adverse effect on the Noteholders.

SECTION 5.4. Servicer Events of Default .

(a) A “ Servicer Event of Default ” means, the occurrence and continuance of any of the following events identified in clauses (i) through (vii) below:


	(i) any failure by the Servicer to make any required payment, transfer or deposit when due hereunder and the continuance of such default for a period of two Business Days; provided , however , that the period within which the Servicer shall make any required payment, transfer or deposit shall be extended to such longer period as is appropriate in the event of a Force Majeure Delay, provided , further , that such longer period shall not exceed seven Business Days;

	(ii) any failure by the Servicer to provide any required report, certification, notification or documentation within five Business Days of when such report is required to be delivered hereunder; provided , however , that the period within which the Servicer shall provide any report shall be extended to such longer period as is appropriate in the event of a Force Majeure Delay, provided , further , that such longer period shall not exceed ten Business Days;

	(iii) any failure by the Servicer to observe or perform in any respect any other covenant or agreement which has a material adverse effect on the Noteholders and such failure is not remedied within 30 days (or, if the Servicer shall have provided evidence satisfactory to the Indenture Trustee that such covenant cannot be cured in the 30-day period and that it is diligently pursuing a cure, 60 days), after the earlier of (x) the Servicer first acquiring Knowledge thereof and (y) the Indenture Trustee’s giving written notice thereof to the Servicer;

	(iv) any representation or warranty made by the Servicer in this Indenture shall prove to be incorrect in any material respect as of the time when the same shall have been made, and such breach is not remedied within 30 days (or, if the Servicer shall have provided evidence satisfactory to the Indenture Trustee that such breach


	cannot be cured in the 30-day period and that it is diligently pursuing a cure, 60 days) after the earlier of (x) the Servicer first acquiring Knowledge thereof and (y) the Indenture Trustee’s giving written notice thereof to the Servicer;

	(v) the entry by a court having competent jurisdiction in respect of the Servicer of (i) a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Servicer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

	(vi) the commencement by the Servicer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the Servicer’s failure to pay its debts generally as they become due, or the taking of corporate action by the Servicer in furtherance of any such action; or

(vii) any default by the Guarantor under the Guaranty or any event of the kind specified in clauses (v) or (vi) of this Section 5.4 occurs with respect to the Guarantor.

If any Servicer Event of Default shall have occurred and not been waived hereunder or there shall have been a material default by the Servicer of a material obligation of the Servicer for which (i) the Servicer has received written notice of such default, (ii) such default has not been cured by the Servicer or waived in writing and the period for cure has expired and (iii) such default would result in a liability to the Servicer in excess of 5% of the Servicer’s consolidated equity at such time as determined in accordance with GAAP, the Indenture Trustee may, and upon notice from Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance shall, terminate, on behalf of the Noteholders, by notice in writing to the Servicer, all of the rights and obligations of the Servicer (other than any obligations of the Servicer that, pursuant to the Transaction Documents, are intended to survive termination), as Servicer under this Indenture. The Indenture Trustee shall immediately give written notice of such termination to the Backup Servicer.

Unless consented to by the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, the Issuer may not waive any Servicer Event of Default.

(b) Replacement of Servicer . From and after the receipt by the Servicer of such written termination notice or the resignation of the Servicer pursuant to Section 5.10 hereof, all authority and power of the Servicer under this Indenture, whether with respect to the Timeshare Loans or otherwise, shall, pass to and be vested in the successor Servicer appointed by the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, or if such Noteholders have not appointed a successor Servicer, the Indenture Trustee and such Person shall be the successor Servicer hereunder and the duties and obligations of the Servicer shall terminate. The Servicer shall perform such actions as are reasonably necessary to assist the Indenture Trustee, any successor Servicer and the Backup Servicer in such transfer. If the Servicer fails to undertake such action as is reasonably necessary to effectuate such a transfer, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, any successor Servicer, the Backup Servicer or their respective designees (with all reasonable costs and expenses being borne by the Servicer) with all documents and records (including, without limitation, those in electronic form) reasonably requested by it to enable the successor Servicer to assume the Servicer’s functions hereunder and for the Backup Servicer to assume any additional functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans ( provided , however , that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided , however , no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture.

The Indenture Trustee shall be entitled to be reimbursed directly by the Servicer (or by the Issuer to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) for all Servicer Termination Costs.

any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction that were incurred by the prior Servicer and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer.

Notwithstanding anything contained in this Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Timeshare Loans (collectively, the “ Predecessor Servicer Work Product ”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “ Errors ”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “ Continued Errors ”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby.

If the Indenture Trustee is the successor Servicer, it may appoint an Affiliate as the successor Servicer and the provisions of this Section 5.4(b) related to the Indenture Trustee shall apply to such Affiliate.

(c) Any successor Servicer, including the Indenture Trustee, shall not be deemed to be in default or to have breached its duties as successor Servicer hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise fail to cooperate with, or take any actions required by such successor Servicer related to the transfer of servicing hereunder.

(d) Any successor Servicer appointed pursuant to this Indenture (i) as a condition to any such appointment (other than the Indenture Trustee), shall be a nationally recognized and licensed servicer of timeshare loan receivables that (a) is actively servicing a portfolio of timeshare loans with an aggregate principal balance of not less than $200,000,000, (b) has servicing and collection capabilities for all categories of delinquent and defaulted timeshare loans (including through foreclosure) and (c) is not an Affiliate of any Noteholder, and (ii) shall be subject to all of the terms and conditions of the Servicer under this Indenture (other than such terms and conditions as are unique to the initial Servicer), including, without limitation, the requirement to adhere to the Servicing Standard in the performance of the services to be furnished by it under this Indenture.

SECTION 5.5. Accountings; Statements and Reports .

(a) Monthly Servicer Report . Not later than two Business Days prior to the Payment Date, the Servicer shall deliver to the Issuer, the Indenture Trustee and the Placement

Agent, a report (the “ Monthly Servicer Report ”) substantially in the form of Exhibit D hereto, detailing certain activity relating to the Timeshare Loans. The Monthly Servicer Report shall be completed with the information specified therein for the related Due Period and shall contain such other information as may be reasonably requested by the Issuer, the Indenture Trustee or the Placement Agent in writing at least five Business Days prior to such Determination Date. Each such Monthly Servicer Report shall be accompanied by an Officer’s Certificate of the Servicer in the form of Exhibit E hereto, certifying the accuracy of the computations reflected in such Monthly Servicer Report.

(b) Certification as to Compliance . The Servicer shall deliver to the Issuer, the Indenture Trustee and the Placement Agent, an Officer’s Certificate on or before June 30 of each year commencing in 2011: (x) to the effect that a review of the activities of the Servicer during the preceding calendar year, and of its performance under this Indenture during such period has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period, to the best of such officer’s knowledge, the Servicer had performed and observed all of its obligations under this Indenture, and (y) either (A) stating that based on such review, no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof.

(c) Annual Accountants’ Reports . On or before each June 30 of each year commencing in 2011, the Servicer shall at its own expense cause a firm of independent public accountants to furnish a certificate or statement (and the Servicer shall provide a copy of such certificate or statement to the Issuer, the Indenture Trustee and the Placement Agent), to the effect that (1) such firm has examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and that such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in the circumstances, (4) their examinations and comparisons described under clauses (1) and (2) above disclosed no exceptions which, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (5) on the basis of such examinations and comparisons, such firm is of the opinion that the Servicer has, during the relevant period, serviced the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. In the event such independent public accountants require the Indenture Trustee to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 5.5(c), the Servicer shall direct the Indenture Trustee in writing to so agree; it being understood and agreed that the Indenture Trustee will deliver such

letter of agreement in conclusive reliance upon the direction of the Servicer, and the Indenture Trustee has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

(d) Report on Proceedings and Servicer Event of Default . (i) Promptly upon a Responsible Officer of the Servicer’s obtaining Knowledge of any proposed or pending investigation of it by any Governmental Authority or any court or administrative proceeding which involves or is reasonably likely to have a material and adverse effect affecting the properties, business, prospects, profits or conditions (financial or otherwise) of the Servicer and its subsidiaries, as a whole, the Servicer shall send written notice to the Indenture Trustee specifying the nature of such investigation or proceeding and what action the Servicer is taking or proposes to take with respect thereto and evaluating its merits (and such notice shall direct the Indenture Trustee to notify the Noteholders of the same), or (ii) immediately upon obtaining Knowledge of the existence of any condition or event which constitutes a Servicer Event of Default, the Servicer shall send written notice to the Issuer, the Indenture Trustee and the Placement Agent describing its nature and period of existence and what action the Servicer is taking or proposes to take with respect thereto (and such notice shall direct the Indenture Trustee to notify the Noteholders of the same). The Issuer, the Indenture Trustee and the Placement Agent acknowledge that if any condition or event referred to in subparagraph (i) above has been disclosed in the Servicer’s periodic filings with the Securities and Exchange Commission on a timely basis, that such disclosure will satisfy the requirements of subparagraph (i) above.

(e) Consolidated Financial Statements . (i) Within 45 days after the close of each of the first three (3) quarterly period of the Servicer’s fiscal year, the Servicer shall deliver to the Issuer, the Indenture Trustee and the Placement Agent, its unaudited consolidated financial statements for such quarter (or, if later, that date by which Bluegreen is required to file financial statements with the Securities and Exchange Commission) and (ii) within 90 days after the close of the Servicer’s fiscal year (or, if later, that date by which Bluegreen is required to file financial statements with the Securities and Exchange Commission), the Servicer shall deliver to the Issuer, the Indenture Trustee and the Placement Agent, its audited annual consolidated financial statements for such fiscal year; provided , that the Servicer shall be deemed to be in compliance with this Section 5.5(e) to the extent the documents required to be filed pursuant to this Section 5.5(e) are filed publicly within the time periods required by this Section 5.5(e).

SECTION 5.6. Records .

The Servicer shall maintain all data for which it is responsible (including, without limitation, computerized tapes or disks) relating directly to or maintained in connection with the servicing of the Timeshare Loans (which data and records shall be clearly marked to reflect that the Timeshare Loans have been Granted to the Indenture Trustee on behalf of the Noteholders and constitute part of the Trust Estate) at the address specified in Section 13.3 hereof or, upon 15 days’ notice to the Issuer and the Indenture Trustee, at such other place where any Servicing Officer of the Servicer is located (or upon 24 hours’ written notice if an Event of Default or Servicer Event of Default shall have occurred).

SECTION 5.7. Fidelity Bond and Errors and Omissions Insurance .

The Servicer shall maintain or cause to be maintained fidelity bond and errors and omissions insurance with respect to the Servicer in such form and in amounts as is customary for institutions acting as custodian of funds in respect of timeshare loans or receivables on behalf of institutional investors; provided that such insurance shall be in a minimum amount of $1,000,000 per policy and shall name the Indenture Trustee as an additional insured or certificate holder. No provision of this Section 5.7 requiring such fidelity bond or errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this Indenture. The Servicer shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond or errors and omissions insurance coverage and, by the terms of such fidelity bond or errors and omissions insurance policy, the coverage afforded thereunder extends to the Servicer. Upon a request of the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee, a certification evidencing coverage under such fidelity bond and the errors and omissions insurance. Any such fidelity bond or errors and omissions insurance policy shall not be canceled or modified in a materially adverse manner without ten Business Days’ prior written notice to the Indenture Trustee, provided , that the Servicer agrees to use commercially reasonable efforts to require the applicable insurer to provide ten days’ prior written notice of any cancellation or modification initiated by such insurer.

SECTION 5.8. Merger or Consolidation of the Servicer .

(a) The Servicer shall promptly provide written notice to the Indenture Trustee of any merger or consolidation of the Servicer. The Servicer shall keep in full effect its existence, rights and franchise as a corporation under the laws of the state of its incorporation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture or any of the Timeshare Loans and to perform its duties under this Indenture.

(b) Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer, shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided , however , that the successor or surviving Person (i) is a company whose business includes the servicing of assets similar to the Timeshare Loans and shall be authorized to lawfully transact business in the state or states in which the related Timeshare Properties it is to service are situated; (ii) is a U.S. Person, and (iii) delivers to the Indenture Trustee (A) an agreement, in form and substance reasonably satisfactory to the Indenture Trustee, which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture and the other Transaction Documents to which the Servicer is a party and (B) an Opinion of Counsel as to the enforceability of such agreement.

SECTION 5.9. Sub-Servicing .

(a) The Servicer may enter into one or more sub-servicing agreements with a sub-servicer, provided that the Servicer shall be solely responsible for any sub-servicing fees due and payable to such sub-servicer and any sub-servicing agreement will be upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Indenture. References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a sub-servicer on behalf of the Servicer.

(b) Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and liable for the servicing and administering of the Timeshare Loans in accordance with this Indenture, without diminution of such obligation or liability by virtue of such sub-servicing agreement, and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Timeshare Loans.

SECTION 5.10. Servicer Resignation .

The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) the Indenture Trustee or any other successor Servicer appointed by the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, enters into an agreement in form and substance satisfactory to the Indenture Trustee and the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, which contains an assumption by such successor Servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture from and after the date of assumption, and (ii) the Indenture Trustee and the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance consent to the assumption of the duties, obligations and liabilities of this Indenture by such successor Servicer. Upon such resignation, the Servicer shall comply with Section 5.4(b) hereof.

Except as provided in the immediately preceding paragraph or elsewhere in this Indenture, or as provided with respect to the survival of indemnifications herein, the duties and obligations of a Servicer under this Indenture shall continue until this Indenture shall have been terminated as provided herein. The duties and obligations of a Servicer hereunder shall survive the exercise by the Indenture Trustee of any right or remedy under this Indenture or the enforcement by the Indenture Trustee of any provision of this Indenture.

SECTION 5.11. Fees and Expenses .

As compensation for the performance of its obligations under this Indenture, the Servicer shall be entitled to receive on each Payment Date, from amounts on deposit in the Collection Account and in the priorities described in Sections 3.4 and 6.6 hereof, the Servicing Fee and any Additional Servicing Compensation. Other than Liquidation Expenses, the Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.

SECTION 5.12. Access to Certain Documentation .

Upon ten Business Days’ prior written notice (or, one Business Day’s prior written notice after the occurrence and during the continuance of an Event of Default or a

Servicer Event of Default), the Servicer will, from time to time during regular business hours, as requested by the Issuer, the Indenture Trustee or any Noteholder and, prior to the occurrence of a Servicer Event of Default, at the expense of the Issuer or such Noteholder and upon the occurrence and continuance of a Servicer Event of Default, at the expense of the Servicer, permit the Issuer, the Indenture Trustee or any Noteholder or its agents or representatives (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Servicer relating to the servicing of the Timeshare Loans serviced by it and (ii) to visit the offices and properties of the Servicer for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Timeshare Loans with any of the officers, employees or accountants of the Servicer having knowledge of such matters. Nothing in this Section 5.12 shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 5.12. The Servicer may require the Issuer, the Indenture Trustee or any Noteholder or its agents or representatives to execute certain agreements in order to comply with applicable privacy laws.

SECTION 5.13. No Offset .

The obligations of the Servicer under this Indenture shall not be subject to any defense, counterclaim or right of offset which the Servicer has or may have against the Issuer, the Indenture Trustee or any Noteholder, whether in respect of this Indenture, any Timeshare Loan or otherwise.

SECTION 5.14. Account Statements .

In connection with the Servicer’s preparation of the Monthly Servicer Reports, the Indenture Trustee agrees to deliver to the Servicer a monthly statement providing account balances of each of the Trust Accounts.

SECTION 5.15. Indemnification; Third Party Claim .

The Servicer agrees to indemnify the Issuer, the Indenture Trustee and the Noteholders from and against any and all actual damages (excluding economic losses related to the collectibility of any Timeshare Loan), claims, reasonable attorneys’ fees and related costs, judgments, and any other costs, fees and expenses that each may sustain because of the failure of the Servicer to service the Timeshare Loans in accordance with the Servicing Standard or otherwise perform its obligations and duties hereunder in compliance with the terms of this Indenture, or because of any act or omission by the Servicer due to its negligence or willful misconduct in connection with its maintenance and custody of any funds, documents and records under this Indenture, or its release thereof except as contemplated by this Indenture. The Servicer shall immediately notify the Issuer and the Indenture Trustee if it has Knowledge of a claim made by a third party with respect to the Timeshare Loans, and, if such claim relates to the servicing of the Timeshare Loans by the Servicer, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any

judgment or decree which may be entered against it. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder.

SECTION 5.16. Obligor Information .

The Servicer agrees that it shall comply in all material respects with all applicable laws and regulations regarding the privacy or security of Obligor Information and shall maintain appropriate administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Obligor Information. For purposes of this Section 5.16, “Obligor Information” means any personal information concerning an Obligor that is disclosed in connection with a Timeshare Loan.

SECTION 5.17. Backup Servicer .

(a) Backup Servicing Agreement . The Issuer, the Indenture Trustee, the Servicer and the Backup Servicer hereby agree to execute the Backup Servicing Agreement. The Backup Servicer shall be responsible for each of the duties and obligations imposed upon it by the provisions of the Backup Servicing Agreement and shall have no duties or obligations under any Transaction Document to which it is not a party.

(b) Termination of Servicer; Cooperation . In the event that the Servicer is terminated or resigns in accordance with the terms of this Indenture, the Backup Servicer agrees to continue to perform its duties and obligations hereunder and in the Backup Servicing Agreement without interruption. The Backup Servicer agrees to cooperate in good faith with any successor Servicer to effect a transition of the servicing obligations by the Servicer to any successor Servicer. The Indenture Trustee agrees to provide such information regarding the Trust Accounts as the Backup Servicer shall require to produce the Monthly Servicer Report on and after the Assumption Date.

(c) Backup Servicer Duties After Assumption Date . In the event that the Servicer is terminated or resigns in accordance with this Indenture and the Indenture Trustee becomes the successor Servicer, the Backup Servicer agrees that it shall undertake those additional servicing duties and obligations as set forth in the Backup Servicing Agreement. Notwithstanding Section 5.9 or Section 7.3(f) hereof, so long as Concord Servicing Corporation is the Backup Servicer and the Indenture Trustee is the successor Servicer, the Indenture Trustee, as successor Servicer, will not be obligated or liable for the servicing and administration activities to the extent that the Backup Servicer is responsible for such activities under the Backup Servicing Agreement.

(d) Backup Servicing Fee . Prior to the Assumption Date, the Backup Servicer shall receive its Backup Servicing Fee in accordance with Sections 3.4 or 6.6 hereof, as applicable. On and after the Assumption Date, if the Indenture Trustee is the successor Servicer, the Indenture Trustee, as successor Servicer, will be obligated to distribute the Backup Servicing Fee to the Backup Servicer from amounts received by the Indenture Trustee in respect of the Servicing Fee.

(e) Termination of Backup Servicer . Notwithstanding anything to the contrary herein, the Noteholders representing at least 66-2/3% of the Aggregate Outstanding

Note Balance shall have the right to direct the Indenture Trustee to remove the Backup Servicer with or without cause at any time and replace the Backup Servicer pursuant to the provisions of the Backup Servicing Agreement. In the event that the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance shall exercise their rights to direct the Indenture Trustee to remove and replace Concord Servicing Corporation as Backup Servicer or Concord Servicing Corporation shall have terminated the Backup Servicing Agreement in accordance with the terms thereof, Concord Servicing Corporation shall have no further obligation to perform the duties of the Backup Servicer under this Indenture. In the event of a termination of the Backup Servicing Agreement, the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance may appoint a successor Backup Servicer in their sole discretion.

SECTION 5.18. Aruba Notices . Within 30 days of the Closing Date (with respect to the Initial Timeshare Loans that are Aruba Club Loans) and the related Transfer Date (with respect to a Qualified Substitute Timeshare Loan that is an Aruba Club Loan), the Servicer shall confirm that notices have been mailed out to each related Obligor that such Timeshare Loan has ultimately been transferred and assigned to the Issuer and pledged to the Indenture Trustee, in trust, for the benefit of the Noteholders. Such notice may include any notice or notices that the Aruba Originator’s predecessors in title to the Timeshare Loan may give to the same Obligor with respect to any transfers and assignments of the Timeshare Loan by such predecessors. Such notice shall be in the form attached hereto as Exhibit H , as the same may be amended, revised or substituted by the Indenture Trustee and the Servicer from time to time.

SECTION 5.19. Recordation . As soon as practicable after the Closing Date and each Transfer Date, as applicable, but in no event later than ten Business Days after receipt by the Servicer of the original Mortgage, the Servicer shall cause the Assignment of Mortgage in respect of each Timeshare Loan transferred on such date to be sent for recording to the appropriate offices. The Servicer agrees to cause all evidences of recordation to be delivered to the Custodian to be held as part of the Timeshare Loan Files.

ARTICLE VI.

EVENTS OF DEFAULT; REMEDIES

SECTION 6.1. Events of Default .

“ Event of Default ” wherever used herein with respect to Notes, means any one of the following events:

(a) a default in the payment of Interest Distribution Amounts to any Noteholder on any Payment Date, the Aggregate Outstanding Note Balance to the Noteholders at the Stated Maturity or any other payments in respect of any Note when such become due and payable, and continuance of such default for three Business Days; or

(b) a non-monetary default in the performance, or breach, of any covenant of the Issuer in this Indenture (other than a covenant dealing with a default in the performance of which, or the breach of which, is specifically dealt with elsewhere in this Section 6.1), the

continuance of such default or breach for a period of 30 days (or, if the Issuer shall have provided evidence satisfactory to the Indenture Trustee that such covenant cannot be cured in the 30-day period and that it is diligently pursuing a cure, 60 days) after the earlier of (x) the Issuer first acquiring Knowledge thereof, and (y) the Indenture Trustee’s giving written notice thereof to the Issuer; provided , however , that if such default or breach is in respect of the negative covenants contained in Section 8.6(a)(i) or (ii) hereof, there shall be no grace period whatsoever; or

(c) if any representation or warranty of the Issuer made in this Indenture shall prove to be incorrect in any material respect as of the time when the same shall have been made, and such breach is not remedied within 30 days (or, if the Issuer shall have provided evidence satisfactory to the Indenture Trustee that such representation or warranty cannot be cured in the 30-day period and that it is diligently pursuing a cure, 60 days) after the earlier of (x) the Issuer first acquiring Knowledge thereof, and (y) the Indenture Trustee’s giving written notice thereof to the Issuer; or

(d) the entry by a court having jurisdiction over the Issuer of (i) a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Issuer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Issuer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Issuer, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(e) the commencement by the Issuer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Issuer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the Issuer’s failure to pay its debts generally as they become due, or the taking of corporate action by the Issuer in furtherance of any such action; or

(f) the Issuer becoming subject to registration as an “investment company” under the Investment Company Act of 1940, as amended; or

(g) the impairment of the validity of any security interest of the Indenture Trustee in the Trust Estate in any material respect, except as expressly permitted hereunder, or the creation of any material encumbrance on or with respect to the Trust Estate or any portion

thereof not otherwise permitted, which is not stayed or released within ten days of the Issuer having Knowledge of its creation; or

(h) the failure by Bluegreen to repurchase any Defective Timeshare Loan or provide a Qualified Substitute Timeshare Loan for a Defective Timeshare Loan to the extent required under the terms of the Sale Agreement; or

(i) any default under the Guaranty or any event of the kind specified in clauses (d) or (e) of this Section 6.1 occurs with respect to the Guarantor; or

(j) the occurrence and continuance of a Servicer Event of Default that is uncured for two consecutive Due Periods.

SECTION 6.2. Acceleration of Maturity; Rescission and Annulment .

(a) Upon the occurrence and continuance of an Event of Default, if such Event of Default of the kind specified in Section 6.1(d) or Section 6.1(e) hereof occurs, then each Class of Notes shall automatically become due and payable at its Outstanding Note Balance together with all accrued and unpaid interest thereon.

(b) Upon the occurrence and continuance of an Event of Default, if such Event of Default (other than an Event of Default of the kind described in Sections 6.2(a) hereof) shall occur and is continuing, the Indenture Trustee shall, upon notice from Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, declare each Class of Notes to be immediately due and payable at its Outstanding Note Balance plus all accrued and unpaid interest thereon.

(c) Upon any such declaration or automatic acceleration, the Outstanding Note Balance of each Class of Notes together with all accrued and unpaid interest thereon shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer.

(d) At any time after such a declaration of acceleration has been made but before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article VI provided , the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance may, by written notice to the Issuer and the Indenture Trustee, rescind and annul such declaration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:


	(1)	all principal due on the Notes which has become due otherwise than by such declaration of acceleration and interest thereon from the date when the same first became due until the date of payment or deposit,

	(2)	all interest due with respect to the Notes and, to the extent that payment of such interest is lawful, interest upon overdue interest


		from the date when the same first became due until the date of payment or deposit at a rate per annum equal to the applicable Note Rate, and

	(3)	all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of each of the Indenture Trustee and the Servicer, its agents and counsel;

and

(ii) all Events of Default with respect to the Notes, other than the non-payment of the Outstanding Note Balance of each Class of Notes which became due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13 hereof.

(e) An automatic acceleration under Section 6.2(a) hereof may only be rescinded and annulled by Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance.

(f) Notwithstanding Section 6.2(d) and (e) hereof, (i) if the Indenture Trustee shall have commenced making payments as described in Section 6.6 hereof, no acceleration may be rescinded or annulled and (ii) no rescission shall affect any subsequent Events of Default or impair any rights consequent thereon.

SECTION 6.3. Remedies .

(a) If an Event of Default with respect to the Notes occurs and is continuing of which a Responsible Officer of the Indenture Trustee has Knowledge, the Indenture Trustee shall immediately give notice to each Noteholder as set forth in Section 7.2 hereof and shall solicit such Noteholders for advice. The Indenture Trustee shall then take such action as so directed by the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance subject to the provisions of this Indenture.

(b) Following any acceleration of the Notes, the Indenture Trustee shall have all of the rights, powers and remedies with respect to the Trust Estate as are available to secured parties under the UCC or other applicable law, subject to the limitations set forth in subsection (d) below and provided such action is not inconsistent with any other provision of this Indenture. Such rights, powers and remedies may be exercised by the Indenture Trustee in its own name as trustee under this Indenture.

(c) If an Event of Default specified in Section 6.1(a) hereof occurs and is continuing, the Indenture Trustee is authorized to recover judgment in its own name and as trustee under this Indenture against the Issuer for the Aggregate Outstanding Note Balance and interest remaining unpaid with respect to the Notes.

(d) Subject to the provisions set forth herein, if an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, and at the instruction of the

Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance shall, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate judicial or other proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. The Indenture Trustee shall notify the Issuer, the Servicer and the Noteholders of any such action.

(e) If the Indenture Trustee shall have received instructions, within 45 days from the date notice pursuant to Section 6.3(a) hereof is first given, from Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance that such Persons approve of or request the liquidation of all of the Trust Estate, the Indenture Trustee shall to the extent lawful, promptly sell, dispose of or otherwise liquidate all of the Trust Estate in a commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids from third parties including any Noteholder, such bids to be approved by the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance. The Indenture Trustee may obtain a prior determination from any conservator, receiver or liquidator of the Issuer that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable.

SECTION 6.4. Indenture Trustee May File Proofs of Claim .

(a) In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding related to the Issuer, or any other obligor in respect of the Notes, or the property of the Issuer, or such other obligor or their creditors, the Indenture Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Indenture Trustee shall have made any demand on the Issuer for the payment of overdue principal or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise:


	(i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel) and of the Noteholders allowed in such judicial proceeding;

	(ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and

	(iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter;

and any custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to

the Indenture Trustee and to pay to the Indenture Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 7.6 hereof.

(b) Nothing herein contained shall be deemed to authorize the Indenture Trustee to authorize, consent to, accept or adopt on behalf of any Noteholder any plan of reorganization, agreement, adjustment or composition affecting the Notes or the rights of any Noteholder thereof or affecting the Timeshare Loans or the other assets constituting the Trust Estate or to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such proceeding.

SECTION 6.5. Indenture Trustee May Enforce Claims Without Possession of Notes .

All rights of action and claims under this Indenture, the Notes, the Timeshare Loans or the other assets constituting the Trust Estate may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee under this Indenture, and any recovery of judgment shall, after provisions for the payment of reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel, be for the benefit of the Noteholders in respect of which such judgment has been recovered, and distributed pursuant to the priorities contemplated by Section 3.4 and Section 6.6 hereof, as applicable.

SECTION 6.6. Application of Money Collected .

(a) If the Notes shall otherwise have been declared due and payable following an Event of Default and the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and Section 6.16 hereof (a “ Trust Estate Liquidation Event ”), any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including without limitation the amounts on deposit in the Reserve Account and payments from the Guarantor, shall be applied in the following order on each Payment Date:


	(i) to the Indenture Trustee, any accrued and unpaid Indenture Trustee Fees and certain expenses incurred and charged and unpaid as of such date;

	(ii) to the Custodian, any accrued and unpaid Custodian Fees;

	(iii) to the Lockbox Bank, any accrued and unpaid Lockbox Fees;

	(iv) to the Servicer, any accrued and unpaid Servicing Fees;

	(v) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees (less any amounts received from the Indenture Trustee, as successor Servicer);


	(vi) to the Class A-1 Noteholders and the Class A-2 Noteholders, their respective Interest Distribution Amounts, on a pari passu and pro rata basis;

	(vii) to the Class A-1 Noteholders and the Class A-2 Noteholders, as a distribution of principal, all remaining Available Funds, on a pari passu and pro rata basis until the Outstanding Note Balance of the Notes is reduced to zero; and

	(viii) any remaining Available Funds to or at the direction of the Issuer.

(b) Notwithstanding the occurrence and continuation of an Event of Default, prior to the occurrence of a Trust Liquidation Event, Noteholders shall continue to be paid in the manner and priorities described in Section 3.4 hereof.

SECTION 6.7. Limitation on Suits .

No Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for any other remedy hereunder, unless:

(a) there is a continuing Event of Default and such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(b) such Noteholder or Noteholders have offered to the Indenture Trustee reasonable indemnity (which may be in the form of written assurances) against the costs, expenses and liabilities to be incurred in compliance with such request;

(c) the Indenture Trustee, for 30 days after its receipt of such notice, request and offer of indemnity, has failed to institute any such proceeding; and

(d) no direction inconsistent with such written request has been given to the Indenture Trustee during such 30-day period by the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance;

it being understood and intended that no one or more of such Noteholders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders, or to obtain or to seek to obtain priority or preference over any other Noteholders or to enforce any right under this Indenture, except in the manner herein provided and for the ratable benefit of all such Noteholders. It is further understood and intended that so long as any portion of the Notes remains Outstanding, the Servicer shall not have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture (other than for the enforcement of Section 3.4 hereof) or for the appointment of a receiver or trustee (including without limitation a proceeding under the Bankruptcy Code), or for any other remedy hereunder. Nothing in this Section 6.7 shall be construed as limiting the rights of otherwise qualified Noteholders to petition a court for the removal of a Indenture Trustee pursuant to Section 7.8 hereof.

SECTION 6.8. Unconditional Right of Noteholders to Receive Principal and Interest .

Notwithstanding any other provision in this Indenture, other than the provisions hereof limiting the right to recover amounts due on the Notes to recoveries from the property comprising the Trust Estate, each Noteholder shall have the absolute and unconditional right to receive payment of the principal of, and interest on, such Note as such payments of principal and interest become due, including on the Stated Maturity, and such right shall not be impaired without the consent of such Noteholder.

SECTION 6.9. Restoration of Rights and Remedies .

If the Indenture Trustee or any Noteholder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Indenture Trustee or to such Noteholder, then and, in every such case, subject to any determination in such proceeding, the Issuer, the Indenture Trustee and the Noteholders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Indenture Trustee and the Noteholders continue as though no such proceeding had been instituted.

SECTION 6.10. Rights and Remedies Cumulative .

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes in Section 2.5(f) hereof, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11. Delay or Omission Not Waiver .

No delay or omission of the Indenture Trustee or of any Noteholder to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article VI or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

SECTION 6.12. Control by Noteholders .

Except as may otherwise be provided in this Indenture, until such time as the conditions specified in Sections 11.1(a)(i) and (ii) hereof have been satisfied in full, the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred on the Indenture Trustee, with respect to the Notes. Notwithstanding the foregoing:


	(i) no such direction shall be in conflict with any rule of law or with this Indenture;

	(ii) the Indenture Trustee shall not be required to follow any such direction which the Indenture Trustee reasonably believes might result in any personal liability on the part of the Indenture Trustee for which the Indenture Trustee is not adequately indemnified; and

	(iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to each Noteholder.

SECTION 6.13. Waiver of Events of Default .

(a) The Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance may, by one or more instruments in writing, waive any Event of Default hereunder and its consequences, except a continuing Event of Default:

(i) in respect of the payment of the principal of or interest on any Note (which may only be waived by such Noteholder), or

(ii) in respect of a covenant or provision hereof which under Article IX hereof cannot be modified or amended without the consent of the Noteholder of each Outstanding Note affected (which only may be waived by the Noteholders of all Outstanding Notes affected).

(b) A copy of each waiver pursuant to Section 6.13(a) hereof shall be furnished by the Issuer to the Indenture Trustee and each Noteholder. Upon any such waiver, such Event of Default shall cease to exist and shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

SECTION 6.14. Undertaking for Costs .

All parties to this Indenture agree (and each Noteholder by its acceptance thereof shall be deemed to have agreed) that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.14 shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) to any suit instituted by any Noteholder, or group of Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, or (iii) to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the maturities for such payments, including the Stated Maturity, as applicable.

SECTION 6.15. Waiver of Stay or Extension Laws .

The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 6.16. Sale of Trust Estate .

(a) The power to effect the sale of the Trust Estate pursuant to Section 6.3 hereof shall continue unimpaired until the entire Trust Estate shall have been sold or all amounts payable on the Notes shall have been paid or losses allocated thereto and borne thereby. The Indenture Trustee may from time to time, upon directions in accordance with Section 6.12 hereof, postpone any public sale by public announcement made at the time and place of such sale.

(b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(d) hereof.


	(i) any one or more Noteholders may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;

	(ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Issuer’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof;

	(iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;


	(iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and

	(v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable.

SECTION 6.17. Action on Notes .

The Indenture Trustee’s right to seek and recover judgment on the Notes or under this Indenture or any other Transaction Document shall not be affected by the seeking, obtaining or application of any other relief under or with respect to this Indenture or any other Transaction Document. Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance with the provisions of this Indenture.

SECTION 6.18. Performance and Enforcement of Certain Obligations .

Promptly following a request from the Indenture Trustee, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Seller, Bluegreen, the Guarantor and the Servicer, as applicable, of each of their respective obligations to the Issuer under or in connection with the Sale Agreement, the Guaranty and any other Transaction Document and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement, the Guaranty or any other Transaction Document to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Seller, Bluegreen, the Guarantor or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Seller, Bluegreen, the Guarantor or the Servicer of each of their obligations under the Sale Agreement, the Guaranty and the other Transaction Documents.

ARTICLE VII.

THE INDENTURE TRUSTEE

SECTION 7.1. Certain Duties .

(a) The Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Indenture Trustee; except as expressly set forth herein, the Indenture Trustee shall have no obligation to monitor the performance of the Servicer under the Transaction Documents.

requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; provided , however , the Indenture Trustee shall not be required to verify or recalculate the contents thereof.

(c) In case an Event of Default or a Servicer Event of Default (resulting in the appointment of the Indenture Trustee as successor Servicer) has occurred and is continuing, the Indenture Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided , however , that no provision in this Indenture shall be construed to limit the obligations of the Indenture Trustee to provide notices under Section 7.2 hereof.

(d) The Indenture Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Noteholders pursuant to this Indenture, unless such Noteholders shall have offered to the Indenture Trustee reasonable security or indemnity acceptable to the Indenture Trustee (which may be in the form of written assurances) against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

(e) No provision of this Indenture shall be construed to relieve the Indenture Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that:


	(i) this Section 7.1(e) shall not be construed to limit the effect of Section 7.1(a) and (b) hereof;

	(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it shall be proved that the Indenture Trustee shall have been negligent in ascertaining the pertinent facts; and

	(iii) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the holders of the requisite principal amount of the outstanding Notes, or in accordance with any written direction delivered to it under Sections 6.2(a), (b) or (c) hereof relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.

(f) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Indenture Trustee shall be subject to the provisions of this Section 7.1.

(g) The Indenture Trustee makes no representations or warranties with respect to the Timeshare Loans or the Notes or the validity or sufficiency of any assignment of the Timeshare Loans to the Issuer or to the Trust Estate.

(h) Notwithstanding anything to the contrary herein, the Indenture Trustee is not required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 7.2. Notice of Events of Default .

The Indenture Trustee shall promptly (but, in any event, within three Business Days) notify the Issuer, the Servicer and the Noteholders upon a Responsible Officer obtaining actual knowledge of any event which constitutes an Event of Default or a Servicer Event of Default or would constitute an Event of Default or a Servicer Event of Default but for the requirement that notice be given or time elapse or both.

SECTION 7.3. Certain Matters Affecting the Indenture Trustee .

Subject to the provisions of Section 7.1 hereof:

(a) The Indenture Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(b) Any request or direction of any Noteholders, the Issuer, or the Servicer mentioned herein shall be in writing;

(c) Whenever in the performance of its duties hereunder the Indenture Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Indenture Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate or an Opinion of Counsel;

(d) The Indenture Trustee may consult with counsel, and the advice of such counsel or any Opinion of Counsel shall be deemed authorization in respect of any action taken, suffered, or omitted by it hereunder in good faith and in reliance thereon;

(e) Prior to the occurrence of an Event of Default or after the curing of all Events of Default which may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper document, unless requested in writing so to do by Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance; provided , however , that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the reasonable opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination

shall be paid by the Servicer or, if paid by the Indenture Trustee, shall be reimbursed by the Servicer upon demand;

(f) The Indenture Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian (which may be an Affiliate of the Indenture Trustee), and the Indenture Trustee shall not be liable for any acts or omissions of such agents, attorneys or custodians appointed with due care by it hereunder; and

(g) Delivery of any reports, information and documents to the Indenture Trustee provided for herein or any other Transaction Document is for informational purposes only (unless otherwise expressly stated), and the Indenture Trustee’s receipt of such shall not constitute constructive knowledge of any information contained therein or determinable from information contained therein, including the Servicer’s or the Issuer’s compliance with any of its representations, warranties or covenants hereunder (as to which the Indenture Trustee is entitled to rely exclusively on Officer’s Certificates).

SECTION 7.4. Indenture Trustee Not Liable for Notes or Timeshare Loans .

(a) The Indenture Trustee makes no representations as to the validity or sufficiency of this Indenture or any Transaction Document, the Notes (other than the authentication thereof) or of any Timeshare Loan. The Indenture Trustee shall not be accountable for the use or application by the Issuer of funds paid to the Issuer in consideration of conveyance of the Timeshare Loans and related assets to the Trust Estate.

(b) The Indenture Trustee (in its capacity as Indenture Trustee) shall have no responsibility or liability for or with respect to the validity of any security interest in any property securing a Timeshare Loan; the existence or validity of any Timeshare Loan, the validity of the assignment of any Timeshare Loan to the Trust Estate or of any intervening assignment; the review of any Timeshare Loan, any Timeshare Loan File, the completeness of any Timeshare Loan File, the receipt by the Custodian of any Timeshare Loan, Timeshare Loan File, (it being understood that the Indenture Trustee has not reviewed and does not intend to review such matters); the performance or enforcement of any Timeshare Loan; the compliance by the Servicer or the Issuer with any covenant or the breach by the Servicer or the Issuer of any warranty or representation made hereunder or in any Transaction Document or the accuracy of any such warranty or representation; the acts or omissions of the Servicer, the Issuer or any Obligor; or any action of the Servicer or the Issuer taken in the name of the Indenture Trustee.

SECTION 7.5. Indenture Trustee May Own Notes .

The Indenture Trustee in its individual or any other capacity may become the owner or pledgee of Notes with the same rights as it would have if it were not the Indenture Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may become the owner or pledgee of Notes with the same rights as it would have if it were not the Paying Agent, Note Registrar, co-registrar or co-paying agent.

SECTION 7.6. Indenture Trustee’s Fees and Expenses .

On each Payment Date, the Indenture Trustee shall be entitled to the Indenture Trustee Fee and reimbursement of out-of-pocket expenses incurred by it in connection with its responsibilities hereunder in the priorities provided in Sections 3.4 or 6.6 hereof, as applicable.

SECTION 7.7. Eligibility Requirements for Indenture Trustee .

Other than the initial Indenture Trustee, the Indenture Trustee hereunder shall at all times (a) be a corporation, national banking association, depository institution, or trust company organized and doing business under the laws of the United States of America or any state thereof authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000, (b) be subject to supervision or examination by federal or state authority, (c) be capable of maintaining an Eligible Bank Account, (d) have a long-term unsecured debt rating of not less than “Baa2” from Moody’s and “BBB” from S&P, and (e) shall be acceptable to Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance. If such Person publishes reports of condition at least annually, pursuant to or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 7.7, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 7.7, the Indenture Trustee shall resign in the manner and with the effect specified in Section 7.8 hereof.

SECTION 7.8. Resignation or Removal of Indenture Trustee .

(a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer, the Issuer and the Noteholders. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance within 30 days after prior written notice, by written instrument, in quintuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee.

(c) Any resignation or removal of the Indenture Trustee and appointment of a successor Indenture Trustee pursuant to any of the provisions of this Section 7.8 shall not become effective until acceptance of appointment by the successor Indenture Trustee as provided in Section 7.9 hereof.

SECTION 7.9. Successor Indenture Trustee .

(a) Any successor Indenture Trustee appointed as provided in Section 7.8 hereof shall execute, acknowledge and deliver to each of the Servicer, the Issuer, the Noteholders and to its predecessor Indenture Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor Indenture Trustee hereunder with like effect as if originally named a Indenture Trustee. The predecessor Indenture Trustee shall deliver or cause to be delivered to the successor Indenture Trustee or its custodian any Transaction Documents and statements held by it or its custodian hereunder; and the Servicer and the Issuer and the predecessor Indenture Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for the full and certain vesting and confirmation in the successor Indenture Trustee of all such rights, powers, duties and obligations.

(b) In case of the appointment hereunder of a successor Indenture Trustee with respect to the Notes, the Issuer, the retiring Indenture Trustee and each successor Indenture Trustee with respect to the Notes shall execute and deliver an indenture supplemental hereto wherein each successor Indenture Trustee shall accept such appointment and which (i) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Indenture Trustee all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes to which the appointment of such successor Indenture Trustee relates, (ii) if the retiring Indenture Trustee is not retiring with respect to all Notes, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes as to which the retiring Indenture Trustee is not retiring shall continue to be vested in the retiring Indenture Trustee, and (iii) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the Trust Estate hereunder by more than one Indenture Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Indenture Trustees co-trustees of the same allocated trust and that each such Indenture Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Indenture Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Indenture Trustee shall become effective to the extent provided therein and each such successor Indenture Trustee, without any further act, deed or conveyance, shall become vested with all the

rights, powers, trusts and duties of the retiring Indenture Trustee with respect to the Notes to which the appointment of such successor Indenture Trustee relates; but, on request of the Issuer or any successor Indenture Trustee, such retiring Indenture Trustee shall duly assign, transfer and deliver to such successor Indenture Trustee all property and money held by such retiring Indenture Trustee hereunder with respect to the Notes of that or those to which the appointment of such successor Indenture Trustee relates.

Upon request of any such successor Indenture Trustee, the Issuer shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor indenture trustee all such rights, powers and trusts referred to in the preceding paragraph.

(c) No successor Indenture Trustee shall accept appointment as provided in this Section 7.9 unless at the time of such acceptance such successor Indenture Trustee shall be eligible under the provisions of Section 7.7 hereof.

(d) Upon acceptance of appointment by a successor Indenture Trustee as provided in this Section 7.9, the Servicer shall mail notice of the succession of such Indenture Trustee hereunder to each Noteholder at its address as shown in the Note Register. If the Servicer fails to mail such notice within ten days after acceptance of appointment by the successor Indenture Trustee, the successor Indenture Trustee shall cause such notice to be mailed at the expense of the Issuer and the Servicer.

SECTION 7.10. Merger or Consolidation of Indenture Trustee .

Any Person into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any Person succeeding to the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided such Person shall be eligible under the provisions of Section 7.7 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

SECTION 7.11. Appointment of Co-Indenture Trustee or Separate Indenture Trustee .

(a) At any time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee, the Servicer or the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, by an instrument in writing signed by it or them, may appoint, at the reasonable expense of the Issuer and the Servicer, one or more Persons to act as separate trustee or separate trustees or co-trustee, acting jointly with the Indenture Trustee, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and liable for the obligations of the Indenture Trustee under this Indenture.

(b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the

legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or separate trustees or co-trustees jointly with the Indenture Trustee subject to all the terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Indenture Trustee its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its name. In any case, if any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all assets, property, rights, power duties and obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.

(c) All provisions of this Indenture which are for the benefit of the Indenture Trustee shall extend to and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 7.11.

(d) Every additional trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Indenture Trustee shall act, subject to the following provisions and conditions: (i) all powers, duties and obligations and rights conferred upon the Indenture Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Indenture Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee shall be conferred or imposed and exercised or performed by the Indenture Trustee and such additional trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Timeshare Properties in any such jurisdiction) shall be exercised and performed by such additional trustee or trustees or separate trustee or trustees; (iii) no power hereby given to, or exercisable by, any such additional trustee or separate trustee shall be exercised hereunder by such trustee except jointly with, or with the consent of, the Indenture Trustee; and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder.

If at any time, the Indenture Trustee shall deem it no longer necessary or prudent in order to conform to such law, the Indenture Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any additional trustee or separate trustee.

(e) Any request, approval or consent in writing by the Indenture Trustee to any additional trustee or separate trustee shall be sufficient warrant to such additional trustee or separate trustee, as the case may be, to take such action as may be so requested, approved or consented to.

(f) Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.

SECTION 7.12. Paying Agent and Note Registrar Rights .

So long as the Indenture Trustee is the Paying Agent and Note Registrar, the Paying Agent and Note Registrar shall be entitled to the rights, benefits and immunities of the Indenture Trustee as set forth in this Article VII to the same extent and as fully as though named in place of the Indenture Trustee herein. The Paying Agent shall be compensated out of the Indenture Trustee Fee.

SECTION 7.13. Authorization .

(a) The Issuer hereby authorizes and directs the Indenture Trustee to enter into the Lockbox Agreement. Pursuant to the Lockbox Agreement, the Indenture Trustee agrees to cause to be established and maintained an account (the “ Lockbox Account ”) for the benefit of the Noteholders. The Lockbox Account will be titled as required by the Lockbox Bank. The Indenture Trustee is authorized and directed to act as titleholder of the Lockbox Account in accordance with the terms of the Lockbox Agreement for the benefit of the Noteholders with interests in the funds on deposit in such account. The Lockbox Bank will be required to transfer and will be permitted to withdraw funds from the Lockbox Account in accordance with the Lockbox Agreement.

(b) The Indenture Trustee is authorized and directed to act as titleholder of the Credit Card Account for the benefit of the Noteholders with interests in the funds on deposit in such account.

SECTION 7.14. Maintenance of Office or Agency .

The Indenture Trustee will maintain in the Borough of Manhattan, the City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Indenture Trustee in respect of the Notes and this Indenture may be served. The Indenture Trustee will give prompt written notice to the Issuer, the Servicer and the Noteholders of the location, and of any change in the location, of any such office or agency or shall fail to furnish the Issuer or the Servicer with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

ARTICLE VIII.

COVENANTS OF THE ISSUER

SECTION 8.1. Payment of Principal, Interest and Other Amounts .

The Issuer will cause the due and punctual payment of the principal of, and interest on, the Notes in accordance with the terms of the Notes and this Indenture.

SECTION 8.2. Eligible Timeshare Loans .

On each Transfer Date, each Qualified Substitute Timeshare Loan, as the case may be, shall be an Eligible Timeshare Loan.

SECTION 8.3. Money for Payments to Noteholders to Be Held in Trust .

(a) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Trust Accounts pursuant to Sections 3.4 or 6.6 hereof shall be made on behalf of the Issuer by the Indenture Trustee, and no amounts so withdrawn from the Collection Account for payments of the Notes shall be paid over to the Issuer under any circumstances, except as provided in this Section 8.3, in Section 3.4 or Section 6.6 hereof, as the case may be.

(b) In making payments hereunder, the Indenture Trustee will hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided.

(c) Except as required by applicable law, any money held by the Indenture Trustee or the Paying Agent in trust for the payment of any amount due with respect to any Note shall not bear interest and if remaining unclaimed for two years after such amount has become due and payable to the Noteholder shall be discharged from such trust and, subject to applicable escheat laws, and so long as no Event of Default has occurred and is continuing, paid to the Issuer upon request; otherwise, such amounts shall be redeposited in the Collection Account as Available Funds, and such Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or the Paying Agent with respect to such trust money shall thereupon cease; provided , however , that the Indenture Trustee or the Paying Agent, before being required to make any such repayment, shall cause to be published once, at the expense and direction of the Issuer, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee or the Paying Agent shall also adopt and employ, at the expense and direction of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in moneys due and payable but not claimed is determinable) from the

records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Noteholder.

(d) The Issuer will cause each Paying Agent to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee is the Paying Agent, it hereby so agrees), subject to the provisions of this Section 8.3, that such Paying Agent will:


	(i) give the Indenture Trustee notice of any occurrence that is, or with notice or with the lapse of time or both would become, an Event of Default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

	(ii) at any time during the continuance of any such occurrence described in clause (i) above, upon the written request of the Indenture Trustee, pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

	(iii) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

	(iv) comply with all requirements of the Code or any applicable state law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such monies.

SECTION 8.4. Existence; Merger; Consolidation, etc .

(a) The Issuer will keep in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware, and will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes or any of the Timeshare Loans.

(b) The Issuer shall at all times observe and comply in all material respects with (i) all laws applicable to it, (ii) all requirements of law in the declaration and payment of distributions, and (iii) all requisite and appropriate formalities in the management of its business and affairs and the conduct of the transactions contemplated hereby.

(c) The Issuer shall not (i) consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person or (ii) commingle its assets with those of any other Person.

(d) The Issuer shall not become an “investment company” or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (or any successor or amendatory statute), and the rules and regulations thereunder (taking into account not only the general definition of the term “investment company” but also any available exceptions to such general definition); provided , however, that the Issuer shall be in compliance with this Section 8.4 if it shall have obtained an order exempting it from regulation as an “investment company” so long as it is in compliance with the conditions imposed in such order.

SECTION 8.5. Protection of Trust Estate; Further Assurances .

(a) The Issuer will from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance, and other instruments, and will take such other action as may be necessary or advisable to:


	(i) Grant more effectively the assets comprising all or any portion of the Trust Estate;

	(ii) maintain or preserve the Lien of this Indenture or carry out more effectively the purposes hereof;

	(iii) publish notice of, or protect the validity of, any Grant made or to be made by this Indenture and perfect the security interest contemplated hereby in favor of the Indenture Trustee in each of the Timeshare Loans and all other property included in the Trust Estate; provided , that the Issuer shall not be required to cause the recordation of the Indenture Trustee’s name as Lien holder on the related title documents for the Timeshare Properties so long as no Event of Default has occurred and is continuing;

	(iv) enforce or cause the Servicer to enforce any of the Timeshare Loans in accordance with the Servicing Standard, provided , however , the Issuer will not cause the Servicer to obtain on behalf of the Indenture Trustee or the Noteholders, any Timeshare Property or to take any actions with respect to any property the result of which would adversely affect the interests of the Indenture Trustee or the Noteholders (including, but not limited to, actions which would cause the Indenture Trustee or the related Noteholders to be considered a holder of title, mortgagee-in-possession, or otherwise, or an “owner” or “operator” of Property not in compliance with applicable environmental statutes); and

	(v) preserve and defend title to the Timeshare Loans (including the right to receive all payments due or to become due thereunder), the interests in the Timeshare Properties, or other property included in the Trust Estate and preserve and defend the rights of the Indenture Trustee in the Trust Estate (including the right


	to receive all payments due or to become due thereunder) against the claims of all Persons and parties other than as permitted hereunder.

(b) The Issuer will not take any action and will use its commercially reasonable efforts not to permit any action to be taken by others that would release any Person from any of such Person’s material covenants or obligations under any instrument or agreement included in the Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in this Indenture or the Custodial Agreement or such other instrument or agreement.

(c) The Issuer may contract with or otherwise obtain the assistance of other Persons to assist it in performing its duties under this Indenture, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer shall be deemed to be action taken by the Issuer, provided , however , that no appointment of such Person shall relieve the Issuer of its duties and obligations hereunder. Initially, the Issuer has contracted with the Servicer, the Indenture Trustee and the Custodian pursuant to this Indenture to assist the Issuer in performing its duties under this Indenture and the other Transaction Documents.

(d) The Issuer will punctually perform and observe all of its obligations and agreements contained in this Indenture, the Transaction Documents and in the instruments and agreements included in the Trust Estate.

(e) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Timeshare Loan (except to the extent otherwise provided in this Indenture) or the Transaction Documents, or waive timely performance or observance by the Servicer, the Indenture Trustee, the Custodian or the Paying Agent under this Indenture; and (ii) that any such amendment shall not (A) reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Noteholders of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee, to execute and deliver, at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

The Issuer, upon the Issuer’s failure to do so, hereby irrevocably designates the Indenture Trustee and the Servicer, severally, its agents and attorneys-in-fact to execute any financing statement or continuation statement or Assignment of Mortgage required pursuant to this Section 8.5; provided , however , that such designation shall not be deemed to create a duty of the Indenture Trustee to monitor the compliance of the Issuer with the foregoing covenants,

and provided , further , that the duty of the Indenture Trustee or the Servicer to execute any instrument required pursuant to this Section 8.5 shall arise only if a Responsible Officer of the Indenture Trustee or the Servicer, as applicable, has Knowledge of any failure of the Issuer to comply with the provisions of this Section 8.5.

SECTION 8.6. Additional Covenants .

(a) The Issuer will not:


	(i) sell, transfer, exchange or otherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture;

	(ii) claim any credit on, or make any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code) or any applicable state law or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate;

	(iii) engage in any business or activity other than as permitted by this Indenture, the Issuer LLC Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Issuer LLC Agreement as in effect on the Closing Date other than in accordance with Article XI thereof;

	(iv) issue debt of obligations under any agreement other than this Indenture;

	(v) incur or assume, directly or indirectly, any indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans);

	(vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person;

	(vii) (A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics; liens and other liens that arise by operation of law, in each case on any of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (C) except as otherwise contemplated in this Indenture, permit the Lien of this Indenture


	(other than with respect to any Permitted Liens or such tax, mechanic’s or other lien) not to constitute a valid first priority security interest in the Trust Estate;

	(viii) take any other action or fail to take any actions which may cause the Issuer to be (A) taxable as an association pursuant to Section 7701 of the Code and the corresponding regulations, (B) a publicly traded partnership taxable as a corporation pursuant to Section 7704 of the Code and the corresponding regulations or (C) a taxable mortgage pool pursuant to Section 7701(i) of the Code and the corresponding regulations; or

	(ix) change the location of its principal place of business or jurisdiction of organization without the prior notice to the Indenture Trustee and the Noteholders.

(b) Notice of Events of Default . Immediately upon the Issuer having Knowledge of the existence of any condition or event which constitutes a Default or an Event of Default or a Servicer Event of Default, the Issuer shall deliver to the Indenture Trustee a written notice describing its nature and period of existence and what action the Issuer is taking or proposes to take with respect thereto.

(c) Report on Proceedings . Promptly upon the Issuer’s becoming aware of (i) any proposed or pending investigation of it by any governmental authority or agency; or (ii) any pending or proposed court or administrative proceeding which involves or is reasonably likely to involve the possibility of materially and adversely affecting the properties, business, prospects, profits or condition (financial or otherwise) of the Issuer, the Issuer shall deliver to the Indenture Trustee a written notice specifying the nature of such investigation or proceeding and what action the Issuer is taking or proposes to take with respect thereto and evaluating its merits.

SECTION 8.7. Taxes .

The Issuer shall pay all taxes when due and payable or levied against its assets, properties or income, including any property that is part of the Trust Estate, except to the extent the Issuer is contesting the same in good faith and has set aside adequate reserves in accordance with GAAP for the payment thereof.

SECTION 8.8. Restricted Payments .

The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Member or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest to security in or of the Issuer, Bluegreen, the Seller, the Guarantor or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided , however , that the Issuer may make, or cause to be made, payments and distributions to or on behalf of the Servicer, the Backup Servicer, the Lockbox Bank, the Member, Bluegreen, the Seller, the Indenture Trustee, the Custodian and the Noteholders as contemplated by, and to the extent funds are available for such purpose under, this Indenture, the Sale Agreement, the Issuer LLC Agreement or the other Transaction Documents. The Issuer will not, directly or indirectly, make or cause to be made

payments to or distributions from the Collection Account except in accordance with this Indenture and the other Transaction Documents.

SECTION 8.9. Treatment of Notes as Debt for Tax Purposes .

The Issuer shall treat the Notes as indebtedness for all federal, state and local income and franchise tax purposes.

SECTION 8.10. Further Instruments and Acts .

Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 8.11. Deposit to Collection Account .

If the Issuer receives any payments from an Obligor under a Timeshare Loan or any other amounts in respect of the Trust Estate, the Issuer will remit such amounts to the Collection Account within two (2) Business Days of the Servicer’s receipt thereof.

SECTION 8.12. Amendments; Modifications; Assignment; Termination .

The Issuer shall not amend or modify, or consent to or direct any assignment of or terminate any Transaction Document other than in accordance with the terms thereof and with the prior written consent of the Indenture Trustee.

SECTION 8.13. Licenses .

The Issuer shall maintain all material licenses and permits necessary to own its assets and to transact business in which it is engaged under all applicable law to the extent necessary so as not to have a material adverse effect on the Noteholders..

ARTICLE IX.

SUPPLEMENTAL INDENTURES

SECTION 9.1. Supplemental Indentures .

(a) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Indenture Trustee, without the consent of any Noteholder, for any of the following purposes:


	(i) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture; or


	(ii) to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Section 7.9 hereof; or

	(iii) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein or to conform the provisions herein to the descriptions set forth in the Private Placement Memorandum, or to make any other provisions with respect to matters or questions arising under this Indenture;

provided, that any action pursuant to clauses (i), (ii) or (iii) shall not adversely affect the interests of any Noteholder.

(b) The Indenture Trustee shall promptly deliver, at least five Business Days prior to the effectiveness thereof, to each Noteholder, a copy of any supplemental indenture entered into pursuant to this Section 9.1(a).

SECTION 9.2. Supplemental Indentures with Consent of Noteholders .

(a) With the consent of Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance and by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided , that no supplemental indenture shall, without the consent of the Noteholder of each Outstanding Note affected thereby,


	(i) change the Stated Maturity or Payment Date of any Note or the amount of principal payments or interest payments due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof or the Note Rate thereon, or change the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity;

	(ii) reduce the percentage of the Outstanding Note Balance, the consent of the Noteholders of which is required for any supplemental indenture, for any waiver of compliance with provisions of this Indenture or Events of Default and their consequences;

	(iii) modify any of the provisions of this Section 9.2 or Section 6.13 hereof except to increase any percentage of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby;


	(iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”; or

	(v) permit the creation of any lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate or terminate the Lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the security afforded by the Lien of this Indenture;

provided , no such supplemental indenture may modify or change any terms whatsoever of this Indenture that could be construed as increasing the Issuer’s or the Servicer’s discretion hereunder.

(b) The Indenture Trustee shall promptly deliver, at least five Business Days prior to the effectiveness thereof to each Noteholder, a copy of any supplemental indenture entered into pursuant to Section 9.2(a) hereof.

SECTION 9.3. Execution of Supplemental Indentures .

In executing, or accepting the additional trusts created by, any supplemental indenture (a) pursuant to Section 9.1 hereof or (b) pursuant to Section 9.2 hereof without the consent of each Noteholder to the execution of the same, or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and (subject to Section 7.1 hereof) shall be, fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any supplemental indenture which affects the Indenture Trustee’s own rights, duties, obligations, or immunities under this Indenture or otherwise.

SECTION 9.4. Effect of Supplemental Indentures .

Upon the execution of any supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Noteholder theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.5. Reference in Notes to Supplemental Indentures .

Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Indenture Trustee, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture. New Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X.

REDEMPTION OF NOTES

SECTION 10.1. Optional Redemption; Election to Redeem .

The Servicer shall have the option to redeem not less than all of the Notes and thereby cause the early repayment of the Notes on any date after the Optional Redemption Date by payment of an amount equal to the Redemption Price and any amounts, fees and expenses that are required to be paid pursuant to Section 6.6(b) hereof (unless amounts in the Trust Accounts are sufficient to make such payments).

SECTION 10.2. Notice to Indenture Trustee .

The Servicer shall give written notice of its intention to redeem the Notes to the Indenture Trustee at least 15 days prior to the Redemption Date (unless a shorter period shall be satisfactory to the Indenture Trustee).

SECTION 10.3. Notice of Redemption by the Servicer .

Notices of redemption shall be given by the Servicer by first class mail, postage prepaid, mailed not less than for 15 days prior to the Redemption Date to each Noteholder, at the address listed in the Note Register. All notices of redemption shall state (a) the Redemption Date, (b) the Redemption Price, (c) that on the Redemption Date, the Redemption Price will become due and payable in respect of each Note, and that interest thereon shall cease to accrue if payment is made on the Redemption Date and (d) the office of the Indenture Trustee where the Notes are to be surrendered for payment of the Redemption Price. Failure to give notice of redemption, or any defect therein, to any Noteholder shall not impair or affect the validity of the redemption of any other Note.

SECTION 10.4. Deposit of Redemption Price .

On or before the Business Day immediately preceding the Redemption Date, the Servicer shall deposit with the Indenture Trustee an amount equal to the Redemption Price and any amounts, fees and expenses that are required to be paid hereunder (less any portion of such payment to be made from funds held in any of the Trust Accounts).

SECTION 10.5. Notes Payable on Redemption Date .

Notice of redemption having been given as provided in Section 10.3 hereof and deposit of the Redemption Price with the Indenture Trustee having been made as provided in Section 10.4 hereof, the Notes shall on the Redemption Date, become due and payable at the Redemption Price, and, on such Redemption Date, such Notes shall cease to accrue interest. The Indenture Trustee shall apply all available funds in accordance with Section 6.6(b) hereof and the Noteholders shall be paid the Redemption Price by the Indenture Trustee on behalf of the Servicer upon presentment and surrender of their Notes at the office of the Indenture Trustee. If the Servicer shall have failed to deposit the Redemption Price with the Indenture Trustee, the principal and interest with respect to each Class of Notes shall, until paid, continue to accrue

interest at their respective Note Rates. The Servicer’s failure to deposit the Redemption Price shall not constitute an Event of Default hereunder.

ARTICLE XI.

SATISFACTION AND DISCHARGE

SECTION 11.1. Satisfaction and Discharge of Indenture .

(a) This Indenture shall cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Notes herein expressly provided for), and the Indenture Trustee, on demand of, and at the expense of, the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when:


	(i)	either:

	(A)	all Notes theretofore authenticated and delivered (other than (1) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.5 hereof and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 8.3(c) hereof) have been delivered to the Indenture Trustee for cancellation; or

	(B)	the final installments of principal on all such Notes not theretofore delivered to the Indenture Trustee for cancellation (1) have become due and payable, or (2) will become due and payable at their Stated Maturity, as applicable within one year, and the Issuer has irrevocably deposited or caused to be deposited (out of Available Funds or amounts received pursuant to Article X hereof) with the Indenture Trustee in trust an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity thereof;

(ii) the Issuer and the Servicer have paid or caused to be paid (out of Available Funds or amounts received pursuant to Article X hereof) all sums payable hereunder by the Issuer and the Servicer for the benefit of the Noteholders and the Indenture Trustee; and

(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

At such time, the Indenture Trustee shall deliver to the Issuer or at the Issuer’s direction all cash, securities and other property held by it as part of the Trust Estate other than funds deposited with the Indenture Trustee pursuant to Section 11.1(a)(i) hereof, for the payment and discharge of the Notes.

(b) Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Issuer to the Indenture Trustee under Section 7.6 hereof and, if money shall have been deposited with the Indenture Trustee pursuant to Section 11.1(a)(i) hereof, the obligations of the Indenture Trustee under Sections 11.2 and 8.3(c) hereof shall survive.

SECTION 11.2. Application of Trust Money; Repayment of Money Held by Paying Agent .

Subject to the provisions of Section 8.3(c) hereof, all money deposited with the Indenture Trustee pursuant to Sections 11.1 and 8.3 hereof shall be held in trust and applied by the Indenture Trustee in accordance with the provisions of the Notes, this Indenture and the Issuer LLC Agreement, to the payment, either directly or through a Paying Agent, as the Indenture Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment such money has been deposited with the Indenture Trustee.

In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect to the Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.4 hereof and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

SECTION 11.3. Trust Termination Date .

Upon the full application of (a) moneys deposited pursuant to this Article XI or (b) proceeds of the Timeshare Loans pursuant to Sections 3.4 or 6.6 hereof, the Trust Estate created by this Indenture shall be deemed to have terminated and all Liens granted hereunder shall be released.

ARTICLE XII.

REPRESENTATIONS AND WARRANTIES AND COVENANTS

SECTION 12.1. Representations and Warranties of the Issuer .

The Issuer represents and warrants to the Indenture Trustee, the Servicer, the Backup Servicer and the Noteholders as of the Closing Date, as follows:

(a) Organization; Valid Existence; Good Standing . The Issuer has been duly formed and is validly existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as presently conducted and has the power and authority to own and convey all of its properties and to execute and deliver this Indenture and the other Transaction Documents and to perform the transactions contemplated hereby and thereby. The Issuer is duly qualified to do business as a foreign

corporation and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Indenture Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on its business or its ability to perform its obligations under the Indenture or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Timeshare Loans.

(b) Binding Obligation . This Indenture and the other Transaction Documents to which it is a party have each been duly executed and delivered on behalf of the Issuer and this Indenture and each other Transaction Document to which it is a party constitutes a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and by general principles of equity.

(c) Possession of Licenses, Certificates, Franchises and Permits . The Issuer holds all material licenses, certificates, franchises and permits from all governmental authorities which are required under the laws of each jurisdiction in which the properties owned (or held under lease) by it or the nature of its activities makes such filings, franchises, licenses, permits or registrations necessary, except where the failure to do so will not have a material adverse effect on the Issuer’s activities or its ability to perform its obligations under the Transaction Documents.

(d) No Consents Required . No consent of, or other action by, and no notice to or filing with, any Governmental Authority or any other party, is required for the due execution, delivery and performance by the Issuer of this Indenture or any of the other Transaction Documents or for the perfection of or the exercise by the Indenture Trustee or the Noteholders of any of their rights or remedies thereunder which have not been duly obtained.

(e) No Violation . The consummation of the transaction contemplated by this Indenture and the fulfillment of the terms hereof shall not conflict with, result in any material breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the organizational documents of the Issuer, or any indenture, agreement or other instrument to which the Issuer is a party or by which it is bound; nor result in the creation or imposition of any Lien on the Trust Estate (other than this Indenture); nor violate any provision of existing law or regulation or any order or decree of any court, regulatory body or administrative agency.

(f) No Proceedings . There is no pending or, to the Issuer’s Knowledge, threatened action, suit or proceeding, nor any injunction, writ, restraining order or other order of any nature against or affecting the Issuer, its officers or directors, or the property of the Issuer, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Indenture or any of the other Transaction Documents, (ii) seeking to prevent the sale and assignment of any Timeshare Loan or the consummation of any of the transactions contemplated thereby, (iii) seeking any determination or ruling that might materially and adversely affect (A) the performance by the Issuer of this Indenture or any of the other Transaction Documents or the interests of the Noteholders, (B) the validity or enforceability of this Indenture or any of the other Transaction Documents, (C) any Timeshare

Loan, or (D) the Intended Tax Characterization, or (iv) asserting a claim for payment of money adverse to the Issuer or the conduct of its business or which is inconsistent with the due consummation of the transactions contemplated by this Indenture or any of the other Transaction Documents.

(g) Issuer Not Insolvent . The Issuer is solvent and will not become insolvent after giving effect to the transactions contemplated by this Indenture and each of the other Transaction Documents.

(h) Name . The legal name of the Issuer is as set forth in the signature page of this Indenture and the Issuer does not have any trade names, fictitious names, assumed names or “doing business as” names.

(i) Eligible Timeshare Loans . Each Timeshare Loan subject to the Lien of this Indenture is an Eligible Timeshare Loan.

(j) Adverse Selection . In selecting the Timeshare Loans to be pledged to the Indenture Trustee pursuant to this Indenture, no selection procedures were intentionally utilized by the Issuer in selecting such Timeshare Loan (other than selecting the timeshare loans based on the Obligor’s FICO score within ranges 600-650, below 600 or lack of FICO score), which the Issuer knew were materially adverse to the Indenture Trustee or the Noteholders.

(k) Subsidiaries . The Issuer has no subsidiaries.

(l) Debt . The Issuer has no debt or other indebtedness other than debt incurred under, or as permitted pursuant to, the terms of the Transaction Documents.

(m) Limited Purposes . The Issuer has been formed solely for the purpose of engaging in the transactions contemplated by this Indenture and the other Transaction Documents.

(n) Security Interest . The grant of the security interest in the Trust Estate by the Issuer to the Indenture Trustee, for the benefit of the Noteholders, is in the ordinary course of business for the Issuer and is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction. The Trust Estate has not been sold, transferred or assigned or pledged by the Issuer to any other Person, other than to the Indenture Trustee, for the benefit of the Noteholders.

(o) Taxes . The Issuer has filed all tax returns (federal, state and local) which are required to be filed and has paid all taxes related thereto, other than those which are being contested in good faith or where the failure to file or pay would not have a material adverse effect on the Issuer’s activities or its ability to perform its obligations under the Transaction Documents.

(p) Fair Value . The Issuer has given fair consideration and reasonably equivalent value in exchange for the sale of the Timeshare Loans under the Sale Agreement.

(q) Securities Laws . The Servicer is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(r) Information . No document, certificate or report furnished by the Issuer, in writing, pursuant to this Indenture or in connection with the transactions contemplated hereby, contains or will contain when furnished any untrue statement of a material fact or fails or will fail to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading.

(s) Default . No Default or Event of Default has occurred and is continuing.

SECTION 12.2. Representations and Warranties of the Servicer .

The initial Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Backup Servicer and the Noteholders, as of the Closing Date, the following:

(a) Organization; Authority; Good Standing . The Servicer:


	(i) is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts;

	(ii) has all requisite power and authority to own and operate its properties and to conduct its business as currently conducted and as proposed to be conducted as contemplated by the Transaction Documents to which it is a party, to enter into the Transaction Documents to which it is a party and to perform its obligations under the Transaction Documents to which it is a party;

	(iii) has made all filings and holds all material franchises, licenses, permits and registrations which are required under the laws of each jurisdiction in which the properties owned (or held under lease) by it or the nature of its activities makes such filings, franchises, licenses, permits or registrations necessary, except where the failure to make such filing will not have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents; and

	(iv) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under the Indenture makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on its business or its ability to perform its obligations under the Indenture or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Timeshare Loans.

(b) Place of Business . The address of the principal place of business and chief executive office of the Servicer is 4960 Conference Way North, Suite 100, Boca Raton, Florida

33431 and there have been no other such locations during the immediately preceding four months.

(c) No Consents. No consent, approval, order or authorization of, and no filing with or notice to, any court or other Governmental Authority in respect of the Servicer is required which has not been obtained in connection with the authorization, execution, delivery or performance by the Servicer of this Agreement or any of the other Transaction Documents to which the Servicer is a party or under the transactions contemplated hereunder or thereunder.

(d) Compliance with Other Instruments, etc . The Servicer is not in violation of any term of its certificate of incorporation or by-laws. The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the organizational documents of the Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Servicer pursuant to the terms of any instrument or agreement to which the Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Servicer.

(e) Compliance with Law . The Servicer is in material compliance with all statutes, laws and ordinances and all governmental rules and regulations to which it is subject, the violation of which, either individually or in the aggregate, could materially adversely affect its business, earnings, properties or condition (financial or other). The internal policies and procedures employed by the Servicer are in material compliance with all applicable statutes, laws and ordinances and all governmental rules and regulations. The execution, delivery and performance of the Transaction Documents to which it is a party do not and will not cause the Servicer to be in violation of any law or ordinance, or any order, rule or regulation, of any federal, state, municipal or other governmental or public authority or agency where such violation would, either individually or in the aggregate, materially adversely affect its business, earnings, properties or condition (financial or other).

(f) Pending Litigation or Other Proceedings . Except as specified in “RISK FACTORS” in the Private Placement Memorandum and on Schedule II hereto, there is no pending or, to the best of the Servicer’s Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Servicer, (ii) the ability of the Servicer to perform its obligations under, or the validity or enforceability of this Indenture or any other documents or transactions contemplated under this Indenture, (iii) any Timeshare Loan or title of any Obligor to any Timeshare Property pursuant to the applicable Owner Beneficiary Agreement or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

(g) Taxes . Except as described in “RISK FACTORS” in the Private Placement Memorandum and on Schedule II hereto, the Servicer has filed all tax returns (federal, state and local) which are required to be filed and has paid all taxes related thereto, other than

those which are being contested in good faith or where the failure to file or pay would not have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents.

(h) Transactions in Ordinary Course . The transactions contemplated by this Indenture are in the ordinary course of business of the Servicer.

(i) Securities Laws . The Servicer is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(j) Proceedings . The Servicer has taken all action necessary to authorize the execution and delivery by it of the Transaction Documents to which it is a party and the performance of all obligations to be performed by it under the Transaction Documents.

(k) Defaults . The Servicer is not in default under any material agreement, contract, instrument or indenture to which it is a party or by which it or its properties is or are bound, or with respect to any order of any court, administrative agency, arbitrator or governmental body, which default would have a material adverse effect on the transactions contemplated hereunder; and to the Servicer’s Knowledge, no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

(l) Insolvency . The Servicer is solvent. Prior to the date hereof, the Servicer did not, and is not about to, engage in any business or transaction for which any property remaining with the Servicer would constitute an unreasonably small amount of capital. In addition, the Servicer has not incurred debts that would be beyond the Servicer’s ability to pay as such debts matured.

(m) No Consents . No prior consent, approval or authorization of, registration, qualification, designation, declaration or filing with, or notice to any federal, state or local governmental or public authority or agency, is, was or will be required for the valid execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party. The Servicer has obtained all consents, approvals or authorizations of, made all declarations or filings with, or given all notices to, all federal, state or local governmental or public authorities or agencies which are necessary for the continued conduct by the Servicer of its respective businesses as now conducted, other than such consents, approvals, authorizations, declarations, filings and notices which, neither individually nor in the aggregate, materially and adversely affect, or in the future will materially and adversely affect, the business, earnings, prospects, properties or condition (financial or other) of the Servicer.

(n) Name . The legal name of the Servicer is as set forth in the signature page of this Indenture and the Servicer does not have any trade names, fictitious names, assumed names or “doing business as” names other than “Bluegreen Patten Corporation” in North Carolina, “Bluegreen Corporation of Massachusetts” in Louisiana and “BXG California, Inc.” in California.

(o) Information . No document, certificate or report furnished by the Servicer, in writing, pursuant to this Indenture or in connection with the transactions contemplated hereby, contains or will contain when furnished any untrue statement of a material fact or fails or will fail to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There are no facts relating to the Servicer as of the Closing Date which when taken as a whole, materially adversely affect the financial condition or assets or business of the Servicer, or which may impair the ability of the Servicer to perform its obligations under this Indenture, which have not been disclosed herein or in the certificates, the Private Placement Memorandum and other documents furnished by or on behalf of the Servicer pursuant hereto or thereto specifically for use in connection with the transactions contemplated hereby or thereby.

(p) Ratings . Each of the Resorts specified in Exhibit I hereto have, as of the Closing Date, ratings at least equal to the ratings specified therein.

(q) ACH Form . The Servicer has delivered a form of the ACH Form attached to the Sale Agreement to the Backup Servicer for its review.

SECTION 12.3. Representations and Warranties of the Indenture Trustee .

The Indenture Trustee hereby represents and warrants to the Servicer, the Issuer, the Backup Servicer and the Noteholders as of the Closing Date, the following:

(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States.

(b) The execution and delivery of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party, and the performance and compliance with the terms of this Indenture and the other Transaction Documents to which the Indenture Trustee is a party by the Indenture Trustee, will not violate the Indenture Trustee’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material agreement or other material instrument to which it is a party or by which it is bound.

(c) Except to the extent that the laws of certain jurisdictions in which any part of the Trust Estate may be located require that a co-trustee or separate trustee be appointed to act with respect to such property as contemplated herein, the Indenture Trustee has the full power and authority to carry on its business as now being conducted and to enter into and consummate all transactions contemplated by this Indenture and the other Transaction Documents, has duly authorized the execution, delivery and performance of this Indenture and the other Transaction Documents to which it is a party, and has duly executed and delivered this Indenture and the other Transaction Documents to which it is a party.

(d) This Indenture, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Indenture Trustee, enforceable against the Indenture Trustee in accordance with the terms hereof, subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally and the rights of creditors of banks and (ii) general

principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law.

(e) The Indenture Trustee is not in violation of, and its execution and delivery of this Indenture and the other Transaction Documents to which it is a party and its performance and compliance with the terms of this Indenture and the other Transaction Documents to which it is a party will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Indenture Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party.

(f) No litigation is pending or, to the best of the Indenture Trustee’s knowledge, threatened against the Indenture Trustee that, if determined adversely to the Indenture Trustee, would prohibit the Indenture Trustee from entering into any Transaction Document to which it is a party or, in the Indenture Trustee’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Indenture Trustee to perform its obligations under any Transaction Document to which it is a party.

(g) Any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Indenture Trustee of or compliance by the Indenture Trustee with the Transaction Documents to which it is a party or the consummation of the transactions contemplated by the Transaction Documents has been obtained and is effective.

SECTION 12.4. Multiple Roles .

The parties expressly acknowledge and consent to U.S. Bank National Association, acting in the multiple roles of Indenture Trustee, the Paying Agent, the Note Registrar, the successor Servicer (in the event the Backup Servicer shall not serve as the successor Servicer and no successor Servicer is appointed by the Noteholders in accordance with Section 5.4(b) hereof), the Custodian and the Account Intermediary. U.S. Bank National Association may, in such capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of express duties set forth in this Indenture in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto, except in the case of negligence (other than errors in judgment) and willful misconduct by U.S. Bank National Association.

SECTION 12.5. [ Reserved ].

SECTION 12.6. Covenants of the Club Trustee .

Until the date on which each Class of Notes has been paid in full, the Club Trustee hereby covenants that:

(a) No Conveyance . The Club Trustee agrees not to convey any Resort Interest (as defined in the Club Trust Agreement) in the Club relating to a Timeshare Loan unless the Indenture Trustee shall have issued an instruction to the Club Trustee pursuant to Section 8.07(c) of the Club Trust Agreement in connection with its exercise of its rights as an Interest Holder Beneficiary (as defined in the Club Trust Agreement) under Section 7.02 of the Club Trust Agreement.

(b) Separate Corporate Existence . The Club Trustee shall:


	(i) maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Club Trustee will not be diverted to any other Person or for other than trust or corporate uses of the Club Trustee, as applicable.

	(ii) ensure that, to the extent that it shares the same officers or other employees as any of its stockholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.

	(iii) ensure that, to the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) jointly do business with vendors or service providers or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective shareholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Club Trustee and any of its Affiliates shall be only on an arms’ length basis.

	(iv) to the extent that the Club Trustee and any of its stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.

	(v) conduct its affairs strictly in accordance with the Club Trust Agreement or its amended and restated articles of incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special shareholders’, trustees’ and directors’ meetings appropriate to authorize all trust and corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records


	and accounts, including, but not limited to, payroll and intercompany transaction accounts.

(c) Merger or Consolidation . The Club Trustee shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which the Club Trustee, as the case may be, has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of the Club Trustee, as the case may be, as an entirety, can lawfully perform the obligations of the Club Trustee hereunder and executes and delivers to the Indenture Trustee an agreement in form and substance reasonably satisfactory to the Indenture Trustee which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Club Trustee under this Indenture.

(d) Corporate Matters . Notwithstanding any other provision of this Section 12.6 and any provision of law, the Club Trustee shall not do any of the following:


	(i) engage in any business or activity other than as set forth herein or in or as contemplated by the Club Trust Agreement or its amended and restated articles of incorporation, as applicable;

	(ii) without the affirmative vote of a majority of the members of the board of directors (or Persons performing similar functions) of the Club Trustee (which must include the affirmative vote of at least one duly appointed Independent Director (as defined in the Club Trust Agreement)), (A) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against it, (C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or a substantial part of its property, (E) make a general assignment for the benefit of creditors, (F) admit in writing its inability to pay its debts generally as they become due, (G) terminate the Club Managing Entity as manager under the Club Management Agreement or (H) take any corporate action in furtherance of the actions set forth in clauses (A) through (G) above; provided , however , that no director may be required by any shareholder or beneficiary of the Club Trustee to consent to the institution of bankruptcy or insolvency proceedings against the Club Trustee so long as it is solvent;

	(iii) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity; or


	(iv) with respect to the Club Trustee, amend or otherwise modify its amended and restated articles of incorporation or any definitions contained therein in a manner adverse to the Indenture Trustee or any Noteholder without the prior written consent of the Indenture Trustee.

(e) The Club Trustee shall not incur any indebtedness other than (i) trade payables and operating expenses (including taxes) incurred in the ordinary course of business or (ii) in connection with servicing Resort Interests included in the Club’s trust estate in the ordinary course of business consistent with past practices; provided, that in no event shall the Club Trustee incur indebtedness for borrowed money.

SECTION 12.7. Representations and Warranties of the Backup Servicer .

The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholders, as of the Closing Date, the following:

(a) Corporate Representations.


	(i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona;

	(ii) has all requisite power and authority to own and operate its properties and to conduct its business as currently conducted and as proposed to be conducted as contemplated by the Transaction Documents to which it is a party, to enter into the Transaction Documents to which it is a party and to perform its obligations under the Transaction Documents to which it is a party; and

	(iii) has made all filings and holds all material franchises, licenses, permits and registrations which are required under the laws of each jurisdiction in which the properties owned (or held under lease) by it or the nature of its activities makes such filings, franchises, licenses, permits or registrations necessary, except where the failure to make such filing will not have a material adverse effect on the Backup Servicer activities or its ability to perform its obligations under the Transaction Documents.

(b) Place of Business . The address of the principal place of business and chief executive office of the Backup Servicer is as set forth in Section 13.3 hereof and there have been no other such locations during the immediately preceding four months.

(c) Compliance with Other Instruments, etc . The Backup Servicer is not in violation of any term of its certificate of incorporation and by-laws. The execution, delivery and performance by the Backup Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the organizational documents of the Backup Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Backup Servicer pursuant to the terms of any instrument or agreement to which the Backup Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Backup Servicer’s activities or its ability to perform its obligations under the

Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Backup Servicer.

(d) Compliance with Law . The Backup Servicer is in material compliance with all statutes, laws and ordinances and all governmental rules and regulations to which it is subject, the violation of which, either individually or in the aggregate, could materially adversely affect its business, earnings, properties or condition (financial or other). The internal policies and procedures employed by the Backup Servicer are in material compliance with all applicable statutes, laws and ordinances and all governmental rules and regulations. The execution, delivery and performance of the Transaction Documents to which it is a party do not and will not cause the Backup Servicer to be in violation of any law or ordinance, or any order, rule or regulation, of any federal, state, municipal or other governmental or public authority or agency where such violation would, either individually or in the aggregate, materially adversely affect its business, earnings, properties or condition (financial or other).

(e) Pending Litigation or Other Proceedings . There is no pending or, to the best of the Backup Servicer’s Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Backup Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Backup Servicer, (ii) the ability of the Backup Servicer to perform its obligations under, or the validity or enforceability of this Indenture or any other documents or transactions contemplated under this Indenture, (iii) any property or title of any Obligor to any property or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

(f) Taxes . The Backup Servicer has filed all tax returns (federal, state and local) which are required to be filed and has paid all taxes related thereto, other than those which are being contested in good faith or where the failure to file or pay would not have a material adverse effect on the Backup Servicer’s activities or its ability to perform its obligations under the Transaction Documents.

(g) Transactions in Ordinary Course . The transactions contemplated by this Indenture are in the ordinary course of business of the Backup Servicer.

(h) Securities Laws . The Backup Servicer is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(i) Proceedings . The Backup Servicer has taken all action necessary to authorize the execution and delivery by it of the Transaction Documents to which it is a party and the performance of all obligations to be performed by it under the Transaction Documents.

with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

(k) Insolvency . The Backup Servicer is solvent. Prior to the date hereof, the Backup Servicer did not, and is not about to, engage in any business or transaction for which any property remaining with the Backup Servicer would constitute an unreasonably small amount of capital. In addition, the Backup Servicer has not incurred debts that would be beyond the Backup Servicer’s ability to pay as such debts matured.

(l) No Consents . No prior consent, approval or authorization of, registration, qualification, designation, declaration or filing with, or notice to any federal, state or local governmental or public authority or agency, is, was or will be required for the valid execution, delivery and performance by the Backup Servicer of the Transaction Documents to which it is a party. The Backup Servicer has obtained all consents, approvals or authorizations of, made all declarations or filings with, or given all notices to, all federal, state or local governmental or public authorities or agencies which are necessary for the continued conduct by the Backup Servicer of its respective businesses as now conducted, other than such consents, approvals, authorizations, declarations, filings and notices which, neither individually nor in the aggregate, materially and adversely affect, or in the future will materially and adversely affect, the business, earnings, prospects, properties or condition (financial or other) of the Backup Servicer.

(m) Name . The legal name of the Backup Servicer is as set forth in the signature page of this Indenture, and the Backup Servicer does not have any trade names, fictitious names, assumed names or “doing business as” names.

(n) Information . No document, certificate or report furnished by the Backup Servicer, in writing, pursuant to this Indenture or in connection with the transactions contemplated hereby, contains or will contain when furnished any untrue statement of a material fact or fails or will fail to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There are no facts relating to the Backup Servicer as of the Closing Date which when taken as a whole, materially adversely affect the financial condition or assets or business of the Backup Servicer, or which may impair the ability of the Backup Servicer to perform its obligations under this Indenture or any other Transaction Document to which it is a party, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Backup Servicer pursuant hereto or thereto specifically for use in connection with the transactions contemplated hereby or thereby.

ARTICLE XIII.

MISCELLANEOUS

SECTION 13.1. Officer’s Certificate and Opinion of Counsel as to Conditions Precedent .

Upon any request or application by the Issuer (or any other obligor in respect of the Notes) to the Indenture Trustee to take any action under this Indenture, the Issuer (or such other obligor) shall furnish to the Indenture Trustee (and shall direct the Indenture Trustee to furnish the same to the Noteholders):

(a) an Officer’s Certificate (which shall include the statements set forth in Section 13.2 hereof) stating that all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) at the request of the Indenture Trustee, an Opinion of Counsel (which shall include the statements set forth in Section 13.2 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with.

SECTION 13.2. Statements Required in Certificate or Opinion .

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him/her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

SECTION 13.3. Notices .

(a) All communications, instructions, directions and notices to the parties thereto shall be (i) in writing (which may be by facsimile transmission or other electronic confirmable means), followed by delivery of original documentation within one Business Day), (ii) effective when received and (iii) delivered or mailed first class mail, postage prepaid to it at the following address:


	If to the Issuer:

	BXG Legacy 2010 LLC
	4950 Communication Avenue, Suite 900
	Boca Raton, Florida 33431
	Attention: Allan J. Herz, President and Assistant Treasurer
	Fax: 561-443-8743

	with a copy to:

	Weinstock & Scavo, P.C.
	3405 Piedmont Road, N.E.
	Suite 300
	Atlanta, Georgia 30305
	Attention: Mark I. Sanders, Esq.
	Fax: (404) 231-1618

	If to the Club Trustee:

	Vacation Trust, Inc.
	4950 Communication Avenue
	Suite 900
	Boca Raton, Florida 33431
	Attention: General Counsel’s Office
	Fax: (561) 912-7999

	If to the Servicer:

	Bluegreen Corporation
	4960 Conference Way North, Suite 100
	Boca Raton, Florida 33431
	Attention: Anthony M. Puleo, Senior Vice President, CFO and Treasurer
	Fax: (561) 912-8123

	with a copy to:

	Weinstock & Scavo, P.C.
	3405 Piedmont Road, N.E.
	Suite 300
	Atlanta, Georgia 30305
	Attention: Mark I. Sanders, Esq.
	Fax: (404) 231-1618

	If to the Backup Servicer:


	Concord Servicing Corporation
	4725 North Scottsdale Road
	Suite 300
	Scottsdale, Arizona 85251
	Fax: (480) 281-5910
	Attention: General Counsel

	If to the Indenture Trustee and Paying Agent:

	U.S. Bank National Association
	60 Livingston Avenue
	EP-MN-WS3D
	St. Paul, Minnesota 55107
	Attention: Structured Finance/BXG Legacy 2010
	Fax: (651) 495-8090
	Telephone Number: (651) 495-3880

or at such other address as the party may designate by notice to the other parties hereto, which shall be effective when received.

(b) All communications and notices described hereunder to a Noteholder shall be in writing and delivered or mailed first class mail, postage prepaid or overnight courier at the address shown in the Note Register. The Indenture Trustee agrees to deliver or mail to each Noteholder upon receipt, all notices and reports that the Indenture Trustee may receive hereunder and under any Transaction Documents. Unless otherwise provided herein, the Indenture Trustee may consent to any requests received under such documents or, at its option, follow the directions of Noteholders representing at least 66-2/3% of the Aggregate Outstanding Note Balance within 30 days after prior written notice to the Noteholders. All notices to Noteholders shall be sent simultaneously. Expenses for such communications and notices shall be borne by the Servicer.

SECTION 13.4. No Proceedings .

The Noteholders, the Servicer, the Indenture Trustee, the Custodian, the Club Trustee and the Backup Servicer each hereby agrees that it will not, directly or indirectly institute, or cause to be instituted, against the Issuer any proceeding of the type referred to in Sections 6.1(d) and (e) hereof, so long as there shall not have elapsed one year plus one day after payment in full of the Notes.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.


	BXG LEGACY 2010 LLC,

	By:

		Name: Allan J. Herz
		Title: President and Assistant Treasurer

	BLUEGREEN CORPORATION,
	as Servicer

	By:

		Name: Anthony M. Puleo
		Title: Senior Vice President, CFO & Treasurer

	CONCORD SERVICING CORPORATION,
	as Backup Servicer

	By:

		Name: Mary-Jeanne Fincher
		Title: Vice President & General Counsel

	VACATION TRUST, INC.,
	as Club Trustee

	By:

		Name:
		Title:

	U.S. BANK NATIONAL ASSOCIATION,
	as Indenture Trustee

	By:

		Name:
		Title:

		[Signature Page to the Indenture]

Execution Copy

SALE AGREEMENT

This SALE AGREEMENT (this “ Agreement ”), dated as of August 1, 2010, is by and among Bluegreen Corporation, a Massachusetts corporation (“ Bluegreen ”), BXG Timeshare Trust I, a statutory trust formed under the laws of the State of Delaware (“ BXG Timeshare I ” or the “ Seller ”) and BXG Legacy 2010 LLC, a Delaware limited liability company (the “ Issuer ”), and their respective permitted successors and assigns.

W I T N E S S E T H :

WHEREAS, in connection with the transactions contemplated by (i) that certain purchase and contribution agreement, dated as of May 1, 2006 (as amended from time to time in accordance with the terms thereof, the “ Warehouse Purchase and Contribution Agreement ”) by and between Bluegreen Timeshare Finance Corporation I, as depositor (the “ Warehouse Depositor ”) and Bluegreen, as seller, (ii) that certain sale agreement, dated as of May 1, 2006 (as amended from time to time in accordance with the terms thereof, the “ Warehouse Sale Agreement ”) by and between the Warehouse Depositor and BXG Timeshare I, (iii) that certain second amended and restated indenture, dated as of June 1, 2009 (as amended from time to time in accordance with the terms thereof, the “ Warehouse Indenture ”), by and among BXG Timeshare I, Bluegreen, as servicer (the “ Warehouse Servicer ”), Vacation Trust, Inc., as club trustee, Concord Servicing Corporation, as backup servicer, U.S. Bank National Association, as indenture trustee, and Branch Banking and Trust Company, as agent, and (iv) that certain second amended and restated note funding agreement, dated as of June 1, 2009 (as amended from time to time in accordance with the terms thereof, the “ Warehouse Note Funding Agreement ”) by and among BXG Timeshare I, as issuer, Bluegreen, as seller and as servicer, the Warehouse Depositor, Branch Banking and Trust Company, as agent, and the purchasers named therein, (A) Bluegreen sold, transferred and conveyed, from time to time, all of its right, title and interest in, to and under certain timeshare loans, receivables and related security (the “ Warehouse Timeshare Loans ”) to the Warehouse Depositor, (B) the Warehouse Depositor sold the Warehouse Timeshare Loans to BXG Timeshare I and (C) BXG Timeshare I issued five classes of notes (the “ Warehouse Notes ”) secured by the Warehouse Timeshare Loans;

WHEREAS, in connection with each sale of the Warehouse Timeshare Loans to the Warehouse Depositor under the Warehouse Purchase and Contribution Agreement, Bluegreen made certain representations and warranties with respect to the Warehouse Timeshare Loans as of the related transfer dates;

WHEREAS, on the Closing Date, (i) the Seller wishes to sell all of its right, title and interest in and to certain of the Warehouse Timeshare Loans (the “ Initial Timeshare Loans ”) to the Issuer in accordance with the provisions of this Agreement, and (ii) the Issuer intends to pledge such Initial Timeshare Loans to U.S. Bank, National Association, as indenture trustee (in such capacity, the “ Indenture Trustee ”) and custodian (in such capacity, the “ Custodian ”), pursuant to an indenture, dated as of August 1, 2010 (the “Indenture ”), by and among the Issuer, Bluegreen, as servicer (the “ Servicer ”), the Club Trustee, the Backup Servicer, the Indenture Trustee, the Custodian, the Paying Agent and the Account Intermediary,

to secure the Issuer’s 12.00% Timeshare Loan-Backed Notes, Series 2010, Class A-1 and 12.00% Timeshare Loan-Backed Notes, Series 2010, Class A-2 (collectively, the “ Notes ”);

WHEREAS, Bluegreen originated substantially all of the Initial Timeshare Loans, is familiar with the terms of the Initial Timeshare Loans and is the Warehouse Servicer and has been servicing each of the Initial Timeshare Loans in accordance with the Servicing Standard and the applicable provisions of the Warehouse Indenture and it has not taken or failed to take any action to cause a breach of the representations and warranties set forth in the Warehouse Purchase and Contribution Agreement;

WHEREAS, in consideration for providing the representations and warranties set forth in Section 5 of this Agreement and having the obligation to cure any material breaches thereof, or to repurchase or substitute any Defective Timeshare Loans, and to provide the indemnities set forth hereunder, Bluegreen desires to act as the Servicer on behalf of the holders of the Notes, for which Bluegreen shall be entitled to receive a Servicing Fee and Additional Servicing Compensation in accordance with the provisions of the Indenture; and

WHEREAS, Bluegreen, as the sole member of the Issuer, will derive an economic benefit from the sale hereunder of the Initial Timeshare Loans to the Issuer.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows:

SECTION 1. Definitions; Interpretation . Capitalized terms used but not defined herein shall have the meanings specified in “Standard Definitions” attached as Annex A to the Indenture.

SECTION 2. Acquisition of Timeshare Loans .

(a) Initial Timeshare Loans . On the Closing Date, in return for the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the Seller does hereby transfer, assign, sell and grant to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of the Seller’s right, title and interest in and to (i) the Initial Timeshare Loans listed on Schedule III hereto, (ii) the Receivables in respect of such Initial Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of each such Initial Timeshare Loan and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing (the property in clauses (i)-(v), being the “ Assets ”). Upon such sale and transfer, the ownership of each Initial Timeshare Loan and all collections allocable to principal and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 2(a) shall immediately vest in the Issuer, its successors and assigns. The Seller shall not take any action inconsistent with such ownership nor claim any ownership interest in any Initial Timeshare Loan for any purpose whatsoever other than for federal and state income tax reporting, if applicable. The parties to this Agreement hereby acknowledge that the “credit risk” of the Initial Timeshare

Loans conveyed hereunder shall be borne by the Issuer and its subsequent assignees and the Guarantor.

(b) Delivery of Timeshare Loan Documents . In connection with the sale, transfer, assignment and conveyance of any Timeshare Loan hereunder, the Seller hereby agrees to deliver or cause to be delivered, on or by the Closing Date (with respect to any Initial Timeshare Loan) and Bluegreen hereby agrees to deliver or cause to be delivered, on or within five Business Days from each Transfer Date (with respect to any Qualified Substitute Timeshare Loan), to the Custodian, all related Timeshare Loan Files and to the Servicer all related Timeshare Loan Servicing Files.

(c) Collections . Bluegreen and the Seller shall deposit or cause to be deposited all collections in respect of the Timeshare Loans received by Bluegreen or the Seller or their Affiliates after the related Cut-Off Date in the Lockbox Account and, with respect to Credit Card Timeshare Loans, direct each applicable credit card vendor to deposit all payments in respect of such Credit Card Timeshare Loans to the Credit Card Account (net of the Servicer Credit Card Processing Costs).

(d) Limitation of Liability . Neither the Issuer nor any subsequent assignee of the Issuer shall have any obligation or liability with respect to any Timeshare Loan nor shall the Issuer or any subsequent assignee have any liability to any Obligor in respect of any Timeshare Loan. No such obligation or liability is intended to be assumed by the Issuer or any subsequent assignee herewith and any such liability is hereby expressly disclaimed.

SECTION 3. Intended Characterization; Grant of Security Interest . It is the intention of the parties hereto that the transfer of Assets to be made pursuant to the terms hereof shall constitute a sale by the Seller to the Issuer and not a loan secured by such Assets. In the event, however, that a court of competent jurisdiction were to hold that any such transfer constitutes a loan and not a sale, it is the intention of the parties hereto that the Seller shall be deemed to have granted to the Issuer as of the date hereof a first priority perfected security interest in all of Seller’s right, title and interest in, to and under the Assets specified in Section 2 hereof and the proceeds thereof and that with respect to such transfer, this Agreement shall constitute a security agreement under applicable law. In the event of the characterization of any such transfer as a loan, the amount of interest payable or paid with respect to such loan under the terms of this Agreement shall be limited to an amount which shall not exceed the maximum non-usurious rate of interest allowed by the applicable state law or any applicable law of the United States permitting a higher maximum non-usurious rate that preempts such applicable state law, which could lawfully be contracted for, charged or received (the “ Highest Lawful Rate ”). In the event any payment of interest on any such loan exceeds the Highest Lawful Rate, the parties hereto stipulate that (a) to the extent possible given the term of such loan, such excess amount previously paid or to be paid with respect to such loan be applied to reduce the principal balance of such loan, and the provisions thereof immediately be deemed reformed and the amounts thereafter collectible thereunder reduced, without the necessity of the execution of any new document, so as to comply with the then applicable law, but so as to permit the recovery of the fullest amount otherwise called for thereunder and (b) to the extent that the reduction of the principal balance of, and the amounts collectible under, such loan and the reformation of the provisions thereof described in the immediately preceding clause (a) is not possible given the

term of such loan, such excess amount will be deemed to have been paid with respect to such loan as a result of an error and upon discovery of such error or upon notice thereof by any party hereto such amount shall be refunded by the recipient thereof.

The characterization of the Seller as “debtor” and the Issuer as “secured party” in any such security agreement and any related financing statements required hereunder is solely for protective purposes and shall in no way be construed as being contrary to the intent of the parties that this transaction be treated as a sale to the Issuer of the Seller’s entire right, title and interest in and to the Assets.

Each of the Seller, Bluegreen, the Club, the Club Trustee and any of its Affiliates hereby agrees to make the appropriate entries in its general accounting records and to indicate that the Assets have been transferred to the Issuer and its subsequent assignees.

SECTION 4. Conditions Precedent to Acquisition of Timeshare Loans by the Issuer . The obligations of the Issuer to purchase any Timeshare Loans hereunder shall be subject to the satisfaction of the following conditions:

(a) On the Closing Date, with respect to the Initial Timeshare Loans, and on each Transfer Date, with respect to any Qualified Substitute Timeshare Loan replacing a Timeshare Loan, all representations and warranties of Bluegreen contained in Section 5(a) hereof shall be true and correct on such date as if made on such date, and all representations and warranties as to the Timeshare Loans contained in Section 5(b) hereof and all information provided in the Schedule of Timeshare Loans in respect of each such Timeshare Loan conveyed on the Closing Date or such Transfer Date, as applicable, shall be true and correct on such date.

(b) On or prior to the Closing Date (with respect to the Initial Timeshare Loans) or, as provided for in Section 6(e) hereof (with respect to Qualified Substitute Timeshare Loans), the Seller shall have delivered or shall have caused the delivery of (i) the related Timeshare Loan Files to the Custodian and the Custodian shall have delivered a Custodian’s Certification therefor pursuant to the Custodial Agreement and (ii) the Timeshare Loan Servicing Files to the Servicer.

(c) The Seller shall have delivered or caused to be delivered all other information theretofore required or reasonably requested by the Issuer to be delivered by the Seller or performed or caused to be performed all other obligations required to be performed as of the Closing Date or the Transfer Date, as the case may be, including all filings, recordings and/or registrations as may be necessary in the reasonable opinion of the the Issuer or the Indenture Trustee to establish and preserve the right, title and interest of the Issuer or the Indenture Trustee, as the case may be, in the related Timeshare Loans.

(d) On or before the Closing Date and on each Transfer Date, the Transaction Documents shall be in full force and effect.

(e) With respect to the Initial Timeshare Loans, the Notes shall be issued and sold on the Closing Date, and the Issuer shall receive the full consideration due it upon the issuance of the Notes, and the Issuer shall have applied its consideration to the extent necessary, to pay the Timeshare Loan Acquisition Price for each Timeshare Loan.

(f) Each Initial Timeshare Loan shall be an Eligible Timeshare Loan and each of the conditions herein and in the Indenture for the purchases of such Timeshare Loans shall have been satisfied.

(g) Each Qualified Substitute Timeshare Loan replacing a Defective Timeshare Loan shall satisfy each of the criteria specified in the definition of “Qualified Substitute Timeshare Loan” and each of the conditions herein and in the Indenture for substitution of Timeshare Loans shall have been satisfied.

(h) The Issuer shall have received such other certificates and opinions as it shall reasonably request.

SECTION 5. Representations and Warranties and Certain Covenants of Bluegreen .

(a) Bluegreen represents and warrants to the Issuer and the Indenture Trustee for the benefit of the Noteholders as follows:


	(i) Due Incorporation; Valid Existence; Good Standing . As of the Closing Date and as of each Transfer Date, it is a corporation duly organized and validly existing in good standing under the laws of the jurisdiction of its incorporation; and is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction where the character of its property, the nature of its business or the performance of its obligations under this Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Timeshare Loans. The Seller is a statutory trust duly organized and validly existing in good standing under the laws of the jurisdiction of its formation and is duly qualified to do business as a foreign entity and in good standing under the laws of each jurisdiction where the performance of its obligations under this Agreement makes such qualification necessary, except where the failure to be so qualified will not have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Timeshare Loans.

	(ii) Possession of Licenses, Certificates, Franchises and Permits . As of the Closing Date with respect to the Seller and Bluegreen and as of each Transfer Date with respect to Bluegreen, each of Bluegreen and the Seller holds all material licenses, certificates, franchises and permits from all governmental authorities necessary for the conduct of its business, and has received no notice of proceedings relating to the revocation of any such license, certificate, franchise or permit, which singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would materially and adversely affect its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Timeshare Loans.


	(iii) Corporate Authority and Power . As of the Closing Date and as of each Transfer Date, it has, and at all times during the term of this Agreement will have, all requisite corporate power and authority to own its properties, to conduct its business, to execute and deliver this Agreement and all documents and transactions contemplated hereunder and to perform all of its obligations under this Agreement and any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder. As of the Closing Date, the Seller has all requisite corporate power and authority to own its properties, to conduct its business, to execute and deliver this Agreement and all documents and transactions contemplated hereunder and to perform all of its obligations under this Agreement and any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder. As of the Closing Date, the Seller has all requisite power and authority to acquire, own, transfer and convey Timeshare Loans to the Issuer.

	(iv) Authorization, Execution and Delivery Valid and Binding . As of the Closing Date and as of each Transfer Date, this Agreement and all other Transaction Documents and instruments required or contemplated hereby to be executed and delivered by Bluegreen have been duly authorized, executed and delivered by Bluegreen and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against Bluegreen in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and other similar applicable laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, reorganization, liquidation or dissolution, as applicable, of Bluegreen and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. As of the Closing Date, this Agreement and all other Transaction Documents and instruments required or contemplated hereby to be executed and delivered by the Seller have been duly authorized, executed and delivered by the Seller and, assuming the due execution and delivery by, the other party or parties hereto and thereto, constitute legal, valid and binding agreements enforceable against the Seller in accordance with their respective terms subject, as to enforceability, to bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium and other similar applicable laws affecting the enforceability of creditors’ rights generally applicable in the event of the bankruptcy, insolvency, reorganization, liquidation or dissolution as applicable, of the Seller and to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. As of the Closing Date, this Agreement constitutes a valid transfer of the Seller’s interest in the Timeshare Loans to the Issuer or, in the event of the characterization of any such transfer as a loan, the valid creation of a first priority perfected security interest in such Timeshare Loans in favor of the Issuer.

	(v) No Violation of Law, Rule, Regulation, etc . As of the Closing Date and as of each Transfer Date, the execution, delivery and performance by Bluegreen of this Agreement and any other Transaction Document to which it is a party do not and will not (A) violate any of the provisions of its articles of incorporation or bylaws, (B) violate any provision of any law, governmental rule or regulation currently in effect applicable to it or its properties or by which it or its properties may be bound or affected, including,


	without limitation, any bulk transfer laws, where such violation would have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans, (C) violate any judgment, decree, writ, injunction, award, determination or order currently in effect applicable to it or its properties or by which it or its properties are bound or affected, where such violation would have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Timeshare Loans, (D) conflict with, or result in a breach of, or constitute a default under, any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which it is a party or by which it is bound where such violation would have a material adverse effect on its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Timeshare Loans or (E) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, mortgage, deed of trust, contract or other instrument. As of the Closing Date, the execution, delivery and performance by the Seller of this Agreement and any other Transaction Document to which the Seller is a party do not and will not (1) violate any of the provisions of its certificate of trust, trust agreement or other related organizational document, (2) violate any provision of any law, governmental rule or regulation currently in effect applicable to the Seller or its properties by which the Seller or its properties may be bound or affected, including, without limitation, any bulk transfer laws, where such violation would have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or any other Transaction Document to which the Seller is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of any Timeshare Loans, (3) violate any judgment, decree, writ, injunction, award, determination or order currently in effect applicable to the Seller or its properties or by which the Seller or its properties are bound or affected, where such violation would have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or any other Transaction Document to which the Seller is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of Timeshare Loans or (4) conflict with, or result in a breach of, or constitute a default under, any of the provisions of any sale and servicing agreement, indenture, mortgage, deed of trust, contract or other instrument to which the Seller is a party or by which it is bound where such violation would have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or any other Transaction Document to which the Seller is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of Timeshare Loans.

	(vi) Governmental Consent . As of the Closing Date and as of each Transfer Date, no consent, approval, order or authorization of, and no filing with or notice to, any court or other Governmental Authority in respect of Bluegreen is required which has not been obtained in connection with the authorization, execution, delivery or performance by Bluegreen of this Agreement or any of the other Transaction Documents to which


	Bluegreen is a party or under the transactions contemplated hereunder or thereunder, including, without limitation, the transfer of the Timeshare Loans and the creation of the security interest of the Issuer therein pursuant to Section 3 hereof. As of the Closing Date, no consent, approval, order or authorization of, and no filing with or notice to, any court or other Governmental Authority in respect of the Seller is required which has not been obtained in connection with the authorization, execution, delivery or performance by the Seller of this Agreement or any of the other Transaction Documents to which the Seller is a party or under the transactions contemplated hereunder or thereunder, including, without limitation, the transfer of Timeshare Loans and the creation of the security interest of the Issuer therein pursuant to Section 3 hereof.

	(vii) Defaults . As of the Closing Date and as of each Transfer Date, it is not in default under any material agreement, contract, instrument or indenture to which it is a party or by which it or its properties is or are bound, or with respect to any order of any court, administrative agency, arbitrator or governmental body, in each case, which would have a material adverse effect on the transactions contemplated hereunder or on its business, operations, financial condition or assets, and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body. As of the Closing Date, the Seller is not in default under any material agreement, contract, instrument or indenture to which it is a party or by which it or its properties is or are bound, or with respect to any order of any court, administrative agency, arbitrator or governmental body, in each case, which would have a material adverse effect on the transactions contemplated hereunder, and no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

	(viii) Insolvency . As of the Closing Date and as of each Transfer Date, it is solvent and will not be rendered insolvent by the transfer of any Timeshare Loans hereunder. On and after the Closing Date, it will not engage in any business or transaction the result of which would cause the property remaining with it to constitute an unreasonably small amount of capital. As of the Closing Date the Seller is solvent and will not be rendered insolvent by the transfer of any Timeshare Loans hereunder. On and after the Closing Date, the Seller will not engage in any business or transaction, the result of which would cause the property remaining with it to constitute an unreasonably small amount of capital.

	(ix) Pending Litigation or Other Proceedings . Other than as described in the Private Placement Memorandum and on Schedule 5 attached hereto, as of the Closing Date, there is no pending or, to its Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting it which, if decided adversely, would materially and adversely affect (A) its condition (financial or otherwise), business or operations, (B) its ability to perform its obligations under, or the validity or enforceability of, this Agreement or any other documents or transactions contemplated under this Agreement, (C) any Timeshare Loan


	or title of any Obligor to any related Timeshare Property pursuant to the applicable Owner Beneficiary Agreement or (D) the Issuer’s or any of its assigns’ ability to foreclose or otherwise enforce the liens of the related Mortgage Notes and the rights of the Obligors to use and occupy the related Timeshare Properties pursuant to the applicable Owner Beneficiary Agreement. As of the Closing Date, there is no pending or, to Bluegreen’s Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Seller which, if decided adversely, would materially and adversely affect (A) the Seller’s ability to perform its obligations under, or the validity or enforceability of, this Agreement or any other documents or transactions contemplated under this Agreement, (B) any Timeshare Loan or title of any Obligor to any related Timeshare Property pursuant to the applicable Owner Beneficiary Agreement or (C) the Issuer’s or any of its assigns’ ability to foreclose or otherwise enforce the liens of the related Mortgage Notes and the rights of the Obligors to use and occupy the related Timeshare Properties pursuant to the applicable Owner Beneficiary Agreement.

	(x) Information . As of the Closing Date and as of each Transfer Date, no document, certificate or report furnished or required to be furnished by or on behalf of it or, on behalf of the Seller pursuant to this Agreement, contains or will contain when furnished any untrue statement of a material fact or fails or will fail to state a material fact necessary in order to make the statements contained therein not misleading in light of the circumstances in which it was made. As of the Closing Date and as of each Transfer Date, as applicable, there are no facts known to it which, individually or in the aggregate, materially adversely affect, or which (aside from general economic trends) may reasonably be expected to materially adversely affect in the future, its financial condition or assets or business, or which may impair its or the Seller’s ability to perform its respective obligations under this Agreement, which have not been disclosed herein or therein or in the certificates and other documents furnished to the Issuer by or on its or the Seller’s behalf pursuant hereto or thereto specifically for use in connection with the transactions contemplated hereby or thereby.

	(xi) Foreign Tax Liability . As of the Closing Date and as of each Transfer Date, it is not aware of any Obligor under a Timeshare Loan who has withheld any portion of payments due under such Timeshare Loan because of the requirements of a foreign taxing authority, and no foreign taxing authority has contacted it concerning a withholding or other foreign tax liability.

	(xii) Employee Benefit Plan Liability . As of the Closing Date and as of each Transfer Date, as applicable, (A), neither Bluegreen nor any of its Commonly Controlled Affiliates has or has incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, with respect to any “ Employee Pension Benefit Plan ” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as


	such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates has no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates has no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Closing Date and as of each Transfer Date, as applicable, to Bluegreen’s Knowledge, neither Bluegreen nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “ Cause a Material Adverse Effect ” means reasonably be expected to result in a material adverse effect on Bluegreen or any of its Commonly Controlled Affiliates; “ Commonly Controlled Affiliates ” means those direct or indirect affiliates of Bluegreen that would be considered a single employer with Bluegreen under Section 414(b), (c), (m), or (o) of the Code; “ Employee Pension Benefit Plan ” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by Bluegreen or any of its Commonly Controlled Affiliates (other than a Bluegreen Multiemployer Plan); “ Multiemployer Plan ” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “ Bluegreen Multiemployer Plan ” means a Multiemployer Plan to which Bluegreen or any of its Commonly Controlled Affiliates contributes or in which Bluegreen or any of its Commonly Controlled Affiliates participates; and “ Withdrawal Liability ” means liability as determined under ERISA for the complete or partial withdrawal of Bluegreen or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

	(xiii) Taxes . Other than as described in the Private Placement Memorandum and on Schedule 5 hereto, as of the Closing Date, it (A) has filed all tax returns (federal, state and local) which it reasonably believes are required to be filed and has paid or made adequate provision in its GAAP financial statements for the payment of all taxes, assessments and other governmental charges due from it or is contesting any such tax, assessment or other governmental charge in good faith through appropriate proceedings or except where the failure to file or pay will not have a material adverse effect on the rights and interests of the Issuer, (B) knows of no basis for any material additional tax assessment for any fiscal year for which adequate reserves in its GAAP financial


	statements have not been established and (C) intends to pay all such taxes, assessments and governmental charges, if any, when due. The Seller has filed, as of the Closing Date all applicable tax returns which it reasonably believes are required to be filed.

	(xiv) Place of Business . As of the Closing Date and as of each Transfer Date, the principal place of business and chief executive office where Bluegreen keeps its records concerning the Timeshare Loans will be 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431 (or such other place specified by Bluegreen by written notice to the Issuer and the Indenture Trustee). As of the Closing Date and as of each Transfer Date, Bluegreen is a corporation formed under the laws of the Commonwealth of Massachusetts. As of the Closing Date and as of each Transfer Date, the Seller keeps its records concerning the Timeshare Loans with U.S. Bank National Association, as custodian, pursuant to that certain custodial agreement, dated as of August 1, 2010, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof, by and among the Seller, U.S. Bank National Association and the other parties named therein. As of the Closing Date, the Seller is a statutory trust formed under the laws of the State of Delaware.

	(xv) Securities Laws . As of the Closing Date (with respect to Bluegreen and the Seller) and as of each Transfer Date (with respect to Bluegreen), neither it nor the Seller is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. As of the Closing Date, no portion of the Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans will be used by it or the Seller to acquire any security in any transaction which is subject to Section 13 or Section 14 of the Securities Exchange Act of 1934, as amended.

	(xvi) Bluegreen Vacation Club . As of the Closing Date and as of each Transfer Date, with respect to the Club Loans:

		(A) The Club Trust Agreement, of which a true and correct copy is attached hereto as Exhibit B is in full force and effect and a certified copy of the Club Trust Agreement has been delivered to the Indenture Trustee together with all amendments and supplements in respect thereof;

		(B) The arrangement of contractual rights and obligations (duly established in accordance with the Club Trust Agreement under the laws of the State of Florida) was established for the purpose of holding and preserving certain property for the benefit of the Beneficiaries referred to in the Club Trust Agreement. The Club Trustee has all necessary trust and other authorizations and powers required to carry out its obligations under the Club Trust Agreement in the State of Florida and in all other states in which it holds Resort Interests. The Club is not a corporation or business trust under the laws of the State of Florida. The Club is not taxable as an association, corporation or business trust under federal law or the laws of the State of Florida;


		(C) The Club Trustee is a corporation duly formed, validly existing and in good standing under the laws of the State of Florida. As of the Closing Date, the Club Trustee is qualified to do business as a foreign corporation and is in good standing under the laws of the state of Tennessee. As of each Transfer Date, the Club Trustee will be duly qualified to do business as a foreign corporation and will be in good standing under the laws of each jurisdiction it is required by law to be. The Club Trustee is not an affiliate of the Servicer for purposes of Chapter 721, Florida Statutes and is in compliance with the requirements of such Chapter 721 requiring that it be independent of the Servicer;

		(D) The Club Trustee has all necessary corporate power to execute and deliver, and has all necessary corporate power to perform its obligations under this Agreement, the other Transaction Documents to which it is a party, the Club Trust Agreement and the Club Management Agreement. The Club Trustee possesses all requisite franchises, operating rights, licenses, permits, consents, authorizations, exemptions and orders as are necessary to discharge its obligations under the Club Trust Agreement;

		(E) The Club Trustee holds all right, title and interest in and to all of the Timeshare Properties related to the Club Loans solely for the benefit of the Beneficiaries referred to in, and subject in each case to the provisions of, the Club Trust Agreement and the other documents and agreements related thereto. Except with respect to the Mortgages (or a pledge of the Co-op Shares in connection with Aruba Club Loans), the Club Trustee has permitted none of such Timeshare Properties to be made subject to any lien or encumbrance during the time it has been a part of the trust estate under the Club Trust Agreement;

		(F) There are no actions, suits, proceedings, orders or injunctions pending against the Club or the Club Trustee, at law or in equity, or before or by any governmental authority which, if adversely determined, could reasonably be expected to have a material adverse effect on the Trust Estate or the Club Trustee’s ability to perform its obligations under the Transaction Documents;

		(G) Neither the Club nor the Club Trustee has incurred any indebtedness for borrowed money (directly, by guarantee, or otherwise);

		(H) All ad valorem taxes and other taxes and assessments against the Club and/or its trust estate have been paid when due and neither the Servicer nor, to Bluegreen’s Knowledge, the Club Trustee knows of any basis for any additional taxes or assessments against any such property. The Club has filed all required tax returns and has paid all taxes shown to be due and payable on such returns, including all taxes in respect of sales of Owner Beneficiary Rights (as defined in the Club Trust Agreement) and Vacation Points, if any;

		(I) The Club and the Club Trustee are in compliance in all material respects with all applicable laws, statutes, rules and governmental regulations applicable to it and in compliance with each material instrument, agreement or


		document to which it is a party or by which it is bound, including, without limitation, the Club Trust Agreement;

		(J) Except as expressly permitted in the Club Trust Agreement, the Club has maintained the One-to-One Beneficiary to Accommodation Ratio (as such terms are defined in the Club Trust Agreement);

		(K) Bluegreen Vacation Club, Inc. is a not-for-profit corporation duly formed, validly existing and in good standing under the laws of the State of Florida;

		(L) Upon purchase of the Club Loans and related Trust Estate hereunder, the Issuer is an “Interest Holder Beneficiary” under the Club Trust Agreement and each of the Club Loans constitutes “Lien Debt”, “Purchase Money Lien Debt” and “Owner Beneficiary Obligations” under the Club Trust Agreement; and

		(M) Except as disclosed to the Indenture Trustee in writing or noted in the Custodian’s Certification, each Mortgage associated with a Deeded Club Loan and granted by the Club Trustee or the Obligor on the related Deeded Club Loan, as applicable, has been duly executed, delivered and recorded by or pursuant to the instructions of the Club Trustee under the Club Trust Agreement and such Mortgage is valid and binding and effective to create the lien and security interests in favor of the Indenture Trustee (upon assignment thereof to the Indenture Trustee). Each of such Mortgages was granted in connection with the financing of a sale of a Resort Interest.

	(xvii) As of the Closing Date, Bluegreen is the Warehouse Servicer and has been servicing the Warehouse Timeshare Loans in accordance with the Servicing Standard and the applicable provisions of the Warehouse Indenture and it has not taken or failed to take any action to cause a breach of the representations and warranties set forth in Sections 12.2 of the Warehouse Indenture.

(b) Bluegreen hereby makes the representations and warranties relating to the Timeshare Loans contained in Schedule I hereto for the benefit of the Issuer and the Indenture Trustee for the benefit of the Noteholders as of the Closing Date (only with respect to the Initial Timeshare Loans) and each Transfer Date (only with respect to each Qualified Substitute Timeshare Loan transferred on such Transfer Date), as applicable.

(c) It is understood and agreed that the representations and warranties set forth in this Section 5 shall survive the (i) sale of each Timeshare Loan to the Issuer and (ii) any assignment of such Timeshare Loans by the Issuer and shall continue so long as any such Timeshare Loans shall remain outstanding or until such time as such Timeshare Loans are repurchased, purchased or a Qualified Substitute Timeshare Loan is provided pursuant to Section 6 hereof. Each of the Seller and Bluegreen acknowledges that it has been advised that the Issuer intends to collaterally assign all of its right, title and interest in and to each Timeshare Loan and its rights and remedies under this Agreement to the Indenture Trustee. The Seller and Bluegreen

jointly agree that, upon any such collateral assignment, the Issuer and any of its assignees may enforce directly, without joinder of the Issuer (but subject to any defense that Bluegreen may have under this Agreement) all rights and remedies hereunder.

(d) With respect to any representations and warranties contained in Section 5 (including, without limitation, those contained in Schedule I) which are made to Bluegreen’s Knowledge, if it is discovered that any representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee thereof, then notwithstanding such lack of Knowledge of the accuracy of such representation and warranty at the time such representation or warranty was made (without regard to any Knowledge qualifiers), such inaccuracy shall be deemed a breach of such representation or warranty for purposes of the repurchase or substitution obligations described in Sections 6(a)(i) or (ii) hereof.

SECTION 6. Repurchases and Substitutions .

(a) Mandatory Repurchases and Substitutions for Breaches of Representations and Warranties . Upon the receipt of notice by Bluegreen from the Issuer or the Indenture Trustee of a breach of any of the representations and warranties in Section 5 hereof (on the date on which such representation or warranty was made) which materially and adversely affects the value of a Timeshare Loan or the interests of the Issuer or any subsequent assignee of the Issuer (including the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall within 60 days of receipt of such notice, cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or either (i) repurchase the Issuer’s interest in such Defective Timeshare Loan from the Issuer at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall Amounts, if any. Bluegreen and the Seller acknowledge that the Issuer shall pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit of the Noteholders. Bluegreen and the Seller further acknowledge that the Indenture Trustee will be appointed attorney in fact under the Indenture and may enforce Bluegreen’s repurchase or substitution obligations if Bluegreen has not complied with its repurchase and substitution obligations under this Agreement within the aforementioned 60 day period.

(b) Payment of Repurchase Prices and Substitution Shortfall Amounts . Bluegreen hereby agrees to remit or cause to be remitted all amounts in respect of Repurchase Prices and Substitution Shortfall Amounts payable during the related Due Period in immediately available funds to the Indenture Trustee to be deposited in the Collection Account on the Business Day immediately preceding the related Payment Date for such Due Period in accordance with the provisions of the Indenture. In the event that more than one Timeshare Loan is replaced pursuant to Section 6(a) hereof on any Transfer Date, the Substitution Shortfall Amounts and the Loan Balances of Qualified Substitute Timeshare Loans shall be calculated on an aggregate basis for all substitutions made on such Transfer Date.

(c) Schedule of Timeshare Loans . Bluegreen hereby agrees, on each date on which a Timeshare Loan has been repurchased or substituted, to provide or cause to be provided to the Issuer and the Indenture Trustee with an electronic supplement to Schedule III hereto and

the Schedule of Timeshare Loans reflecting the removal and/or substitution of Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the provisions of this Agreement.

(d) Qualified Substitute Timeshare Loans . Pursuant to Section 6(e) hereof, on the related Transfer Date, Bluegreen hereby agrees to deliver or to cause the delivery of the Timeshare Loan Files relating to the Qualified Substitute Timeshare Loans to the Indenture Trustee or to the Custodian, at the direction of the Indenture Trustee, in accordance with the provisions of the Indenture and the Custodial Agreement. As of such related Transfer Date, Bluegreen does hereby transfer, assign, sell and grant to the Issuer, without recourse (except as provided in Section 6 and Section 8 hereof), any and all of Bluegreen’s right, title and interest in and to (i) each Qualified Substitute Timeshare Loan conveyed to the Issuer on such Transfer Date, (ii) the Receivables in respect of the Qualified Substitute Timeshare Loans due after the related Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (iv) all Related Security in respect of such Qualified Substitute Timeshare Loans, and (v) all income, payments, proceeds and other benefits and rights related to any of the foregoing. Upon such sale, the ownership of each Qualified Substitute Timeshare Loan and all collections allocable to principal and interest thereon after the related Cut-Off Date and all other property interests or rights conveyed pursuant to and referenced in this Section 6(d) shall immediately vest in the Issuer, its successors and assigns. Bluegreen shall not take any action inconsistent with such ownership nor claim any ownership interest in any Qualified Substitute Timeshare Loan for any purpose whatsoever other than consolidated federal and state income tax reporting. Bluegreen agrees that such Qualified Substitute Timeshare Loans shall be subject to the provisions of this Agreement and shall thereafter be deemed a “Timeshare Loan” for the purposes of this Agreement.

(e) Officer’s Certificate for Qualified Substitute Timeshare Loans . Bluegreen shall, on each related Transfer Date, certify in writing to the Issuer and the Indenture Trustee that each new Timeshare Loan meets all the criteria of the definition of “Qualified Substitute Timeshare Loan” and that (i) the Timeshare Loan Files for such Qualified Substitute Timeshare Loans have been delivered to the Custodian or shall be delivered within five Business Days of the applicable Transfer Date, and (ii) the Timeshare Loan Servicing Files for such Qualified Substitute Timeshare Loans have been delivered to the Servicer.

(f) Release . In connection with any repurchase or substitution of one or more Timeshare Loans contemplated by this Section 6, upon satisfaction of the conditions contained in this Section 6, the Issuer and the Indenture Trustee shall execute and deliver or shall cause the execution and delivery of such releases and instruments of transfer or assignment presented to it by Bluegreen, in each case, without recourse, as shall be necessary to vest in Bluegreen or its designee the legal and beneficial ownership of such Timeshare Loans; provided , however , that with respect to any release of a Timeshare Loan that is substituted for by one or more Qualified Substitute Timeshare Loans, the Issuer and the Indenture Trustee shall not execute and deliver or cause the execution and delivery of such releases and instruments of transfer or assignment until the Indenture Trustee and the Servicer receive a Custodian’s Certification for such Qualified Substitute Timeshare Loan. The Issuer and the Indenture Trustee shall cause the Custodian to release the related Timeshare Loan Files to Bluegreen or its designee and the Servicer to release the related Timeshare Loan Servicing Files to Bluegreen or its designee; provided , however , that

with respect to any Timeshare Loan File or Timeshare Loan Servicing File related to a Timeshare Loan that has been substituted by a Qualified Substitute Timeshare Loan, the Issuer and the Indenture Trustee shall not cause the Custodian and the Servicer to release the related Timeshare Loan File and the Timeshare Loan Servicing File, respectively, until the Indenture Trustee and the Servicer receive a Custodian’s Certification for such Qualified Substitute Timeshare Loan.

(g) Sole Remedy . It is understood and agreed that the obligations of Bluegreen contained in Section 6(a) hereof to cure a breach, or to repurchase or substitute related Defective Timeshare Loans and the obligation of Bluegreen to indemnify pursuant to Section 8 hereof shall constitute the sole remedies available to the Issuer or its subsequent assignees for the breaches of any representation or warranty contained in Section 5 hereof , and such remedies are not intended to and do not constitute “credit recourse” to Bluegreen.

SECTION 7. Additional Covenants of Bluegreen and the Seller .


(a) Bluegreen hereby covenants and agrees with the Issuer as follows:

	(i) It shall comply with all laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

	(ii) It shall preserve and maintain its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

	(iii) On the Closing Date and each Transfer Date, as applicable, it shall indicate in its and its Affiliates’ computer files and other records that each Timeshare Loan has been sold to the Issuer.

	(iv) It shall respond to any inquiries with respect to ownership of a Timeshare Loan by stating that such Timeshare Loan has been sold to the Issuer and that the Issuer is the owner of such Timeshare Loan.

	(v) On or prior to the Closing Date, it shall file or cause to be filed, at Bluegreen’s expense, financing statements in favor of the Issuer and, if applicable, the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans, in the form and manner reasonably requested by the Issuer or its assigns. It shall deliver or cause the Seller to deliver file-stamped copies of such financing statements to the Issuer and the Indenture Trustee on behalf of the Noteholders.


	(vi) It agrees from time to time to, or cause the Seller to, at Bluegreen’s expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale of the Timeshare Loans to the Issuer, or to enable the Issuer to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. Bluegreen hereby appoints the Issuer and the Indenture Trustee as attorneys in fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of Bluegreen under this Section 7(a)(vi).

	(vii) On the Closing Date, Bluegreen does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Patten Corporation” in North Carolina, “Bluegreen Corporation of Massachusetts” in Louisiana and “BXG California, Inc.” in California. After the Closing Date, any change in the legal name of Bluegreen or the use by it of any tradename, fictitious name, assumed name or “doing business as” name other than the foregoing shall be promptly (but no later than ten Business Days) disclosed to the Issuer and the Indenture Trustee in writing.

	(viii) Upon the discovery or receipt of notice by a Responsible Officer of Bluegreen of a breach of any of its representations or warranties and covenants contained herein, Bluegreen shall promptly disclose to the Issuer and the Indenture Trustee, in reasonable detail, the nature of such breach.

	(ix) Except to the extent of any payments received with respect to a Credit Card Timeshare Loan, in the event that Bluegreen shall receive any payments in respect of a Timeshare Loan after the Closing Date or a Transfer Date, as applicable, it shall, within two Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. Payments received by Bluegreen with respect to Credit Card Timeshare Loans, without regard to any discount fees, shall be transferred to the Lockbox Account within five Business Days.

	(x) Bluegreen will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Timeshare Loans at the address of Bluegreen listed herein and shall notify the parties hereto of any change to the same at least 30 days prior thereto.

	(xi) In the event that Bluegreen, the Seller or the Issuer or any assignee of the Issuer receives actual notice of any transfer taxes arising out of the transfer, assignment and conveyance of a Timeshare Loan to the Issuer, on written demand by the Issuer, or upon Bluegreen or the Seller otherwise being given notice thereof, Bluegreen shall cause the Seller to pay, and otherwise indemnify and hold the Issuer, or any subsequent assignee harmless, on an after-tax basis, from and against any and all such transfer taxes.

	(b) The Seller hereby covenants and agrees with the Issuer as follows:


	(i) The Seller authorizes the Issuer, and the Indenture Trustee to file continuation statements, and amendments thereto, relating to the Timeshare Loans and all payments made with regard to the related Timeshare Loans without the signature of the Seller where permitted by law. A photocopy or other reproduction of this Agreement shall be sufficient as a financing statement where permitted by law. The Issuer confirms that it is not its present intention to file a photocopy or other reproduction of this Agreement as a financing statement, but reserves the right to do so if, in its good faith determination, there is at such time no reasonable alternative remaining to it.

	(ii) It shall comply with all applicable laws, rules, regulations and orders applicable to it and its business and properties except where the failure to comply will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

	(iii) So long as the Warehouse Notes are outstanding, it shall preserve and maintain for itself its existence (corporate or otherwise), rights, franchises and privileges in the jurisdiction of its organization and except where the failure to so preserve and maintain will not have a material adverse effect on its business or its ability to perform its obligations under this Agreement or any other Transaction Document to which it is a party or under the transactions contemplated hereunder or thereunder or the validity or enforceability of the Timeshare Loans.

	(iv) Any change in the legal name of the Seller and any use by it of any tradename, fictitious name, assumed name or “doing business as” name occurring after the Closing Date shall be promptly, within 10 Business Days, disclosed to the Issuer and the Indenture Trustee in writing.

	(v) On the Closing Date, it shall indicate in computer files and other records to indicate that each Initial Timeshare Loan has been sold to the Issuer.

	(vi) It shall respond to any inquiries with respect to ownership of an Initial Timeshare Loan by stating that such Timeshare Loan has been sold to the Issuer and that the Issuer is the owner of such Timeshare Loan.

	(vii) Except to the extent of any payments received with respect to a Credit Card Timeshare Loan, in the event that the Seller shall receive any payments in respect of a Timeshare Loan after the Closing Date, it shall, within two Business Days of receipt, transfer or cause to be transferred, such payments to the Lockbox Account. Payments received by the Seller with respect to Credit Card Timeshare Loans, without regard to any discount fees, shall be transferred to the Lockbox Account within five Business Days.

	(viii) It agrees and authorizes the filing, at Bluegreen’s expense, of the financing statements specified in Section 7(a)(v) and (vi) hereof in favor of the Issuer and the Indenture Trustee on behalf of the Noteholders, with respect to the Timeshare Loans.

(ix) It agrees from time to time to, at Bluegreen’s expense, promptly execute and deliver all further instruments and documents, and to take all further actions, that may be necessary, or that the Issuer or the Indenture Trustee may reasonably request, to perfect, protect or more fully evidence the sale of the Timeshare Loans, or to enable the Issuer or the Indenture Trustee to exercise and enforce its rights and remedies hereunder or under any Timeshare Loan including, but not limited to, powers of attorney, UCC financing statements and assignments of mortgage. The Seller hereby appoints Bluegreen, the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Seller under this Section 7(b)(ix).

SECTION 8. Indemnification .

(a) Bluegreen hereby agrees to indemnify the Issuer, the Indenture Trustee, the Noteholders and the Placement Agent (collectively, the “ Indemnified Parties ”) against any and all claims, losses, liabilities, (including reasonable legal fees and related costs) that the Issuer, the Indenture Trustee, the Noteholders or the Placement Agent may sustain directly related to any breach of the representations and warranties of Bluegreen under Section 5 hereof (the “ Indemnified Amounts ”) excluding, however (i) Indemnified Amounts to the extent resulting from the gross negligence or willful misconduct on the part of such Indemnified Party; (ii) any recourse for any uncollectible Timeshare Loan not related to a breach of representation or warranty; (iii) recourse to Bluegreen for a related Defective Timeshare Loan so long as the same is cured, substituted or repurchased pursuant to Section 6 hereof; (iv) income, franchise or similar taxes by such Indemnified Party arising out of or as a result of this Agreement or the transfer of the Timeshare Loans; (v) Indemnified Amounts attributable to any violation by an Indemnified Party of any Requirement of Law related to an Indemnified Party; or (vi) the operation or administration of the Indemnified Party generally and not related to the enforcement of this Agreement. The parties hereto shall (A) promptly notify the other parties hereto, the Issuer and the Indenture Trustee if a claim is made by a third party with respect to this Agreement or the Timeshare Loans, and relating to (1) the failure by Bluegreen to perform its duties in accordance with the terms of this Agreement or (2) a breach of Bluegreen’s representations, covenants and warranties contained in this Agreement, (B) assume (with the consent of the Issuer, the Indenture Trustee, the Noteholders or the Placement Agent, as applicable, which consent shall not be unreasonably withheld) the defense of any such claim and (C) pay all expenses in connection therewith, including reasonable legal counsel fees and promptly pay, discharge and satisfy any judgment, order or decree which may be entered against it or the Issuer, the Indenture Trustee, the Noteholders or the Placement Agent in respect of such claim. If Bluegreen shall have made any indemnity payment pursuant to this Section 8 and the recipient thereafter collects from another Person any amount relating to the matters covered by the foregoing indemnity, the recipient shall promptly repay such amount to Bluegreen.

(b) The obligations of Bluegreen under this Section 8 to indemnify the Issuer, the Indenture Trustee, the Noteholders and the Placement Agent shall survive the termination of this Agreement and continue until the Notes are paid in full or otherwise released or discharged.

SECTION 9. No Proceedings . Each of the Seller and Bluegreen hereby agrees that it will not, directly or indirectly, institute, or cause to be instituted, or join any Person in

instituting, against the Issuer or any Association, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any federal or state bankruptcy or similar law so long as there shall not have elapsed one year plus one day since the latest maturing Notes issued by the Issuer.

SECTION 10. Notices, Etc . All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed or telecommunicated, or delivered as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall not be effective until received by the party to whom such notice or communication is addressed.


	Seller

	BXG Timeshare Trust I
	c/o Wilmington Trust Company
	Rodney Square North
	1100 North Market Street
	Wilmington, Delaware 19890-0001
	Attention: Corporate Trust Administration
	Fax: (302) 651-8882

	Issuer

	BXG Legacy 2010 LLC
	4950 Communication Avenue, Suite 900
	Boca Raton, Florida 33431
	Attention: Allan J. Herz, President and Assistant Treasurer
	Fax: (561) 443-8743


	Bluegreen

	Bluegreen Corporation
	4960 Conference Way North, Suite 100
	Boca Raton, Florida 33431
	Attention: Anthony M. Puleo, Senior Vice President, CFO and Treasurer
	Fax: (561) 912-8123

	Indenture Trustee

	U.S. Bank National Association
	60 Livingston Avenue
	EP-MN-WS3D
	St. Paul, Minnesota 55107
	Attention: Structured Finance/BXG Legacy 2010
	Fax: (651) 495-8090
	Telephone Number: (651) 495-3880

SECTION 11. No Waiver; Remedies . No failure on the part of Bluegreen, the Seller, the Issuer or any assignee thereof to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any other remedies provided by law.

SECTION 12. Binding Effect; Assignability . This Agreement shall be binding upon and inure to the benefit of the Issuer and its respective successors and assigns. Any assignee of the Issuer shall be an express third party beneficiary of this Agreement, entitled to directly enforce this Agreement. Neither the Seller nor Bluegreen may assign any of their rights and obligations hereunder or any interest herein without the prior written consent of the Issuer and any assignee thereof. The Issuer may, and intends to pledge all of its rights hereunder to the Indenture Trustee and each of the Seller and Bluegreen consents to any such pledge. This Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until its termination (or, in the case of the Seller, so long as the Warehouse Notes are outstanding) provided , however , that the rights and remedies with respect to any breach of any representation and warranty made by Bluegreen pursuant to Section 5 hereof, and the repurchase or substitution and indemnification obligations shall be continuing and shall survive any termination of this Agreement, but such rights and remedies may be enforced only by the Issuer and the Indenture Trustee.

SECTION 13. 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. The Seller and Bluegreen 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 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 Bluegreen acknowledges that in connection with the intended assignment by the Issuer of all of its right, title and interest in and to each Timeshare Loan to the Indenture Trustee on behalf 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 from the Seller under the terms hereof.

SECTION 14. Severability . In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation, shall not in any way be affected or impaired thereby in any other jurisdiction. Without limiting the generality of the foregoing, in the event that a Governmental Authority determines that the Issuer may not purchase or acquire Timeshare Loans, the transactions evidenced hereby shall constitute a loan and not a purchase and sale, notwithstanding the otherwise applicable intent of the parties hereto, and the Seller shall be deemed to have granted to the Issuer as of the date hereof, a first priority perfected security interest in all of the Issuer’s right, title and interest in, to and under such Timeshare Loans and the related property as described in Section 2 hereof.

SECTION 15. GOVERNING LAW; CONSENT TO JURISDICTION .


	(A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

	(B) THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND EACH PARTY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO ITS ADDRESS SET FORTH IN SECTION 10 HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. THE PARTIES HERETO EACH WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS , AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION 15 SHALL AFFECT THE RIGHT OF THE PARTIES TO THIS AGREEMENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY OF THEM TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.

SECTION 16. WAIVERS OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN.

SECTION 17. Third Party Beneficiary . The Indenture Trustee is an express third party beneficiary to this Agreement and is entitled to enforce all the rights and benefits accruing to the Issuer hereunder, including, without limitation, the rights of the Issuer under Section 6 and Section 8 of this Agreement.

SECTION 18. Heading . The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

SECTION 19. Execution in Counterparts . This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same agreement.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.


	BXG LEGACY 2010 LLC, as Issuer

	By:

		Name: Allan J. Herz
		Title: President and Assistant Treasurer

	BXG TIMESHARE TRUST I

	By:	Wilmington Trust Company,
	as Owner Trustee

	By:

		Name:
		Title:

		BLUEGREEN CORPORATION

	By:

		Name: Anthony M. Puleo
		Title: Senior Vice President, CFO and Treasurer

Agreed and acknowledged as to the last paragraph of Section 3 herein only:

BLUEGREEN VACATION CLUB TRUST

By: Vacation Trust, Inc., Individually and as Club Trustee


By:

	Name:
	Title:

[Signature Page to the Sale Agreement]

Schedule I

Representations and Warranties of Bluegreen Regarding the Timeshare Loans

With respect to each Timeshare Loan, as of the Closing Date or the related Transfer Date, as applicable:


(a)	other than certain 50/50 Loans, payments due under such Timeshare Loan are fully-amortizing and payable in level monthly installments;

(b)	the payment obligations under such Timeshare Loan bear a fixed rate of interest;

(c)	the Obligor thereunder has made a down payment by cash, check or credit card of at least 10% of the actual purchase price (including closing costs) of the related Timeshare Property (which cash down payment may, (i) in the case of Upgrade Club Loans, be represented in whole or in part by the down payment made and principal payments paid in respect of the related Original Club Loan and (ii) in the case of a Sampler Converted Loan, be represented in whole or in part by the principal payments and down payment made on the related Sampler Loan since its date of origination) and no part of such payment has been made or loaned to the Obligor by Bluegreen, the Seller or an Affiliate thereof;

(d)	such Timeshare Loan is not a Defaulted Timeshare Loan and as of the related Cut-Off Date, no principal or interest due with respect to such Timeshare Loan is more than 60 days delinquent;

(e)	the Obligor related to such Timeshare Loan is not an Affiliate of Bluegreen or any Subsidiary; provided, that solely for the purposes of this representation, a relative of an employee and employees of Bluegreen or any Subsidiary (or any of its Affiliates) shall not be deemed to be an “Affiliate”;

(f)	immediately prior to the conveyance of such Timeshare Loan to the Issuer, the Seller will own full legal and equitable title to such Timeshare Loan, and the Timeshare Loan (and the related Timeshare Property) is free and clear of adverse claims, liens and encumbrances and is not subject to claims of rescission, invalidity, unenforceability, illegality, defense, offset, abatement, diminution, recoupment, counterclaim or participation or ownership interest in favor of any other Person;

(g)	such Timeshare Loan (other than an Aruba Club Loan) is secured directly by a first priority Mortgage on the related purchased Timeshare Property;

(h)	with respect to each Deeded Club Loan, such Timeshare Property mortgaged by or at the direction of the related Obligor constitutes a fractional fee simple timeshare interest in real property at the related Resort or an undivided interest in a Resort (or a phase thereof) associated with a Unit that entitles the holder of the interest to the use of a specific property for a specified number of days each year or every other year, subject to the rules of the Bluegreen Vacation Club; the related Mortgage has been delivered for filing and

I-1


	recordation with all appropriate governmental authorities in all jurisdictions in which such Mortgage is required to be filed and recorded to create a valid, binding and enforceable first Lien on the related Timeshare Property and such Mortgage creates a valid, binding and enforceable first Lien on the related Timeshare Property, subject only to Permitted Liens; and the Seller (or Bluegreen, as the case may be) is in compliance with any Permitted Lien respecting the right to the use of such Timeshare Property; the Assignment of Mortgage and each related endorsement of the related Mortgage Note constitutes a duly executed, legal, valid, binding and enforceable assignment or endorsement, as the case may be, of such related Mortgage and related Mortgage Note, and all monies due or to become due thereunder, and all proceeds thereof;

(i)	with respect to the Obligor related to such Timeshare Loan and the related Timeshare Property purchased by such Obligor, there is only one original Mortgage and Mortgage Note, in the case of a Deeded Club Loan, and only one Owner Beneficiary Agreement, in the case of an Aruba Club Loan; all parties to the related Mortgage and the related Mortgage Note (and, in the case of an Aruba Club Loan, Owner Beneficiary Agreement) had legal capacity to enter into such Timeshare Loan Documents and to execute and deliver such related Timeshare Loan Documents, and such related Timeshare Loan Documents have been duly and properly executed by such parties; any amendments to such related Timeshare Loan Documents required as a result of any mergers involving the Seller or Bluegreen or any of their predecessors, to maintain the rights of the Seller or Bluegreen or their predecessors thereunder as a mortgagee (or a Seller, in the case of an Aruba Club Loan) have been completed;

(j)	at the time of origination of such Timeshare Loan, the applicable Originator had full power and authority to originate such Timeshare Loan and the Obligor or the Club Trustee had good and indefeasible fee title or good and marketable fee simple title, or, in the case of an Aruba Club Loan, a cooperative interest, as applicable, to the Timeshare Property related to such Timeshare Loan, free and clear of all Liens, except for Permitted Liens;

(k)	the Mortgage (or, in the case of an Aruba Club Loan, the related Owner Beneficiary Agreement) related to such Timeshare Loan contains customary and enforceable provisions so as to render the rights and remedies of the holder thereof adequate for the realization against the related Timeshare Property of the benefits of the security interests or lender’s contractual rights intended to be provided thereby, including (a) if the Mortgage is a deed of trust, by trustee’s sale, including power of sale, (b) otherwise by judicial foreclosure or power of sale and/or (c) termination of the contract, retention of Obligor deposits and payments towards the related Timeshare Loan by the Originator or the lender, as the case may be, and expulsion from the Club; in the case of the Deeded Club Loans, there is no exemption available to the related Obligor which would interfere with the mortgagee’s right to sell at a trustee’s sale or power of sale or right to foreclose such related Mortgage, as applicable;

(l)	any Mortgage Note related to such Timeshare Loan is not and has not been secured by any collateral except the Lien of the related Mortgage;

I-2


(m)	if a Mortgage secures such Timeshare Loan, the title to the related Timeshare Property is insured (or a binding commitment, which may be a master commitment referencing one or more Mortgages, for title insurance, not subject to any conditions other than standard conditions applicable to all binding commitments, has been issued) under a mortgagee title insurance policy (which may consist of one master policy referencing one or more such Mortgages) issued by a title insurer qualified to do business in the jurisdiction where the related Timeshare Property is located in a form generally acceptable to prudent originators of similar mortgage loans, insuring the Seller (or Bluegreen, as the case may be) or its predecessor and its successors and assigns, as to the first priority mortgage Lien of the related Mortgage in an amount equal to the original outstanding Loan Balance of such Timeshare Loan, and otherwise in form and substance acceptable to the Indenture Trustee; the Club Originator and its assignees is a named insured of such mortgagee’s title insurance policy; such mortgagee’s title insurance policy is in full force and effect; no claims have been made under such mortgagee’s title insurance policy and no prior holder of such Timeshare Loan has done or omitted to do anything which would impair the coverage of such mortgagee’s title insurance policy; no premiums for such mortgagee’s title insurance policy, endorsements and all special endorsements are past due;

(n)	the Seller or Bluegreen has not taken (or omitted to take), and has no notice that the Obligor related to such Timeshare Loan has taken (or omitted to take), any action that would impair or invalidate the coverage provided by any hazard, title or other insurance policy on the related Timeshare Property;

(o)	all applicable intangible taxes and documentary stamp taxes have been paid on such Timeshare Loan;

(p)	the proceeds of such Timeshare Loan have been fully disbursed, there is no obligation to make future advances or to lend additional funds under the applicable Originator’s commitment or the documents and instruments evidencing or securing such Timeshare Loan and no such advances or loans have been made since the origination of such Timeshare Loan;

(q)	the terms of each Timeshare Loan Document related to such Timeshare Loan have not been impaired, waived, altered or modified in any respect, except (x) by written instruments which are part of the related Timeshare Loan Documents or (y) in accordance with the credit policy, the collection policy or the Servicing Standard (provided that no Timeshare Loan has been impaired, waived, altered, or modified in any respect more than once). No other instrument has been executed or agreed to which would effect any such impairment, waiver, alteration or modification; the Obligor has not been released from liability on or with respect to the Timeshare Loan, in whole or in part; if required by law or prudent originators of similar loans in the jurisdiction where the related Timeshare Property is located, all waivers, alterations and modifications have been filed and/or recorded in all places necessary to perfect, maintain and continue a valid first priority Lien of the related Mortgage subject only to Permitted Liens;

I-3


(r)	other than if it is an Aruba Club Loan, such Timeshare Loan is principally and directly secured by an interest in real property;

(s)	such Timeshare Loan was originated by Bluegreen or one of its Affiliates in the normal course of its business, was originated and underwritten in accordance with its credit policy in effect at such time and to Bluegreen’s Knowledge, the origination, servicing and collection practices used by Bluegreen and its Affiliates with respect to such Timeshare Loan have been in all respects, legal, proper, prudent and customary;

(t)	such Timeshare Loan is assignable to and by the obligee and its successors and assigns and the related Timeshare Property is assignable upon liquidation of the related Timeshare Loan, without the consent of any other Person (including any Association, condominium association, homeowners’ or timeshare association);

(u)	the Mortgage related to such Timeshare Loan is and will be prior to any Lien on, or other interests relating to, the related Timeshare Property;

(v)	to Bluegreen’s Knowledge, there are no delinquent or unpaid taxes, ground rents (if any), water charges, sewer rents or assessments outstanding with respect to any of the Timeshare Properties, nor any other outstanding Liens or charges affecting the Timeshare Properties related to such Timeshare Loan that would affect the Lien of the related Mortgage or otherwise materially affect the interests of the Indenture Trustee on behalf of the Noteholders in such Timeshare Loan;

(w)	other than with respect to delinquent payments of principal or interest 60 or fewer days past due as of the Cut-Off Date, there is no default, breach, violation or event of acceleration existing under the Mortgage, the related Mortgage Note or any other document or instrument evidencing, guaranteeing, insuring or otherwise securing such Timeshare Loan, and no event which, with the lapse of time or with notice and the expiration of any grace or cure period, would constitute a material default, breach, violation or event of acceleration thereunder; and the Seller or Bluegreen has not waived any such material default, breach, violation or event of acceleration under the Owner Beneficiary Agreement, Mortgage, the Mortgage Note or any such other document or instrument, as applicable;

(x)	neither the Obligor related to such Timeshare Loan nor any other Person has the right, by statute, contract or otherwise, to seek the partition of the related Timeshare Property;

(y)	such Timeshare Loan has not been satisfied, canceled, rescinded or subordinated, in whole or in part; no portion of the related Timeshare Property has been released from the Lien of the related Mortgage, in whole or in part; no instrument has been executed that would effect any such satisfaction, cancellation, rescission, subordination or release; the terms of the related Mortgage do not provide for a release of any portion of the related Timeshare Property from the Lien of the related Mortgage except upon the payment of such Timeshare Loan in full;

(z)	the Seller and, to Bluegreen’s Knowledge, each other party which has had an interest in such Timeshare Loan is (or, during the period in which such party held and disposed of

I-4


	such interest, was) in compliance with any and all applicable filing, licensing and “doing business” requirements of the laws of the state wherein the related Timeshare Property is located to the extent necessary to permit the Seller to maintain or defend actions or proceedings with respect to such Timeshare Loan in all appropriate forums in such state without any further act on the part of any such party;

(aa)	there is no current obligation on the part of any other person (including any buy down arrangement) to make payments on behalf of the Obligor in respect of such Timeshare Loan;

(bb)	the Associations related to such Timeshare Loan were duly organized and are validly existing; a manager (the “ Manager ”) manages such Resort and performs services for the Associations, pursuant to an agreement between the Manager and the respective Associations, such contract being in full force and effect; to Bluegreen’s Knowledge, the Manager and the Associations have performed in all material respects all obligations under such agreement and are not in default under such agreement;

(cc)	in the case of Bluegreen Club Resorts (other than La Cabana Resort) and to Bluegreen’s Knowledge with respect to the Non-Bluegreen Club Resorts and La Cabana Resort, (i) the Resort related to such Timeshare Loan is insured in the event of fire, earthquake, or other casualty for the full replacement value thereof, and in the event that the Timeshare Property should suffer any loss covered by casualty or other insurance, upon receipt of any insurance proceeds, the Associations at the Resorts are required, during the time such Resort is covered by such insurance, under the applicable governing instruments either to repair or rebuild the portions of the Resort in which the related Timeshare Property is located or to pay such proceeds to the holders of any related Mortgage secured by the Timeshare Property located at such Resort; (ii) the related Resort, if located in a designated flood plain, maintains flood insurance in an amount not less than the maximum level available (without regard to reasonable deductibles) under the National Flood Insurance Act of 1968, as amended or any applicable laws; (iii) the related Resort has business interruption insurance and general liability insurance in such amounts generally acceptable in the industry; and (iv) the related Resort’s insurance policies are in full force and effect with a generally acceptable insurance carrier;

(dd)	the obligee of the Mortgage related to such Timeshare Loan, and its successors and assigns, has the right to receive and direct the application of insurance and condemnation proceeds received in respect of the related Timeshare Property, except where the related condominium declarations, timeshare declarations, the Club Trust Agreement or applicable state law provide that insurance and condemnation proceeds be applied to restoration or replacement of the improvements or acquisition of similar improvements, as the case may be;

(ee)	each rescission period applicable to such Timeshare Loan has expired;

(ff)	no selection procedures were intentionally utilized by the Seller in selecting such Timeshare Loan (other than selecting the timeshare loans based on the Obligor’s FICO

I-5


	score within ranges 600-650, below 600 or lack of FICO score), which the Seller knew were materially adverse to the Issuer, the Indenture Trustee or the Noteholders;

(gg)	except as set forth in Schedule II hereto, the Units related to such Timeshare Loan in the related Resort have been completed in all material respects as required by applicable state and local laws, free of all defects that could give rise to any claims by the related Obligors under home warranties or applicable laws or regulations, whether or not such claims would create valid offset rights under the law of the State in which the Resort is located; to the extent required by applicable law, valid certificates of occupancy for such Units have been issued and are currently outstanding; the Seller or any of its Affiliates have complied in all material respects with all obligations and duties incumbent upon the developers under the related timeshare declaration (each a “ Declaration ”), as applicable, or similar applicable documents for the related Resort; no practice, procedure or policy employed by the related Association in the conduct of its business violates any law, regulation, judgment or agreement, including, without limitation, those relating to zoning, building, use and occupancy, fire, health, sanitation, air pollution, ecological, environmental and toxic wastes, applicable to such Association which, if enforced, would reasonably be expected to (a) have a material adverse impact on such Association or the ability of such Association to do business, (b) have a material adverse impact on the financial condition of such Association, or (c) constitute grounds for the revocation of any license, charter, permit or registration which is material to the conduct of the business of such Association; the related Resort and the present use thereof does not violate any applicable environmental, zoning or building laws, ordinances, rules or regulations of any governmental authority, or any covenants or restrictions of record, so as to materially adversely affect the value or use of such Resort or the performance by the related Association of its obligations pursuant to and as contemplated by the terms and provisions of the related Declaration; there is no condition presently existing, and, to Bluegreen’s Knowledge, no event has occurred or failed to occur prior to the date hereof, concerning the related Resort relating to any hazardous or toxic materials or condition, asbestos or other environmental or similar matters which would reasonably be expected to materially and adversely affect the present use of such Resort or the financial condition or business operations of the related Association, or the value of the Notes;

(hh)	except if such Timeshare Loan is listed on Schedule II hereto, the original Loan Balance of such Timeshare Loan does not exceed $35,000;

(ii)	payments with respect to such Timeshare Loan are to be in legal tender of the United States;

(jj)	all monthly payments (as applicable) made with respect to such Timeshare Loan have been made by the Obligor and not by the Seller, Bluegreen or any Affiliates thereof on the Obligor’s behalf;

(kk)	such Timeshare Loan relates to a Resort;

(ll)	such Timeshare Loan constitutes either “chattel paper”, a “general intangible” or an “instrument” as defined in the UCC as in effect in all applicable jurisdictions;

I-6


(mm)	the sale, transfer and assignment of such Timeshare Loan and the Related Security does not contravene or conflict with any law, rule or regulation or any contractual or other restriction, limitation or encumbrance, and the sale, transfer and assignment of such Timeshare Loan and the Related Security does not require the consent of the Obligor;

(nn)	such Timeshare Loan, the Related Security, related Assignment of Mortgage, related Mortgage, related Mortgage Note, related Owner Beneficiary Agreement (each as applicable) and each other related Timeshare Loan Document are in full force and effect, constitute the legal, valid and binding obligation of the Obligor thereof enforceable against such Obligor in accordance with its terms subject to the effect of bankruptcy, fraudulent conveyance or transfer, insolvency, reorganization, assignment, liquidation, conservatorship or moratorium, and is not subject to any dispute, offset, counterclaim or defense whatsoever;

(oo)	such Timeshare Loan relates to a Completed Unit; the Timeshare Loan and the Related Security do not, and the origination of each Timeshare Loan did not, contravene in any material respect any laws, rules or regulations applicable thereto (including, without limitation, laws, rules and regulations relating to usury, retail installment sales, truth in lending, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy) and with respect to which no party thereto has been or is in violation of any such law, rule or regulation in any material respect if such violation would impair the collectibility of such Timeshare Loan and the Related Security; no Timeshare Loan was originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, conveyance or assignment of such Timeshare Loan would be unlawful, void or voidable;

(pp)	to Bluegreen’s Knowledge, (i) no bankruptcy is currently existing with respect to the Obligor related to such Timeshare Loan, (ii) such Obligor is not insolvent and (iii) such Obligor is not an Affiliate of Bluegreen;

(qq)	except if such Timeshare Loan is listed on Schedule II hereto, the Timeshare Loan shall not have a Timeshare Loan Rate less than 6% per annum;

(rr)	except in the case of certain 50/50 Loans or an Upgrade Club Loan, the Obligor related to such Timeshare Loan has made at least one required payment with respect to the Timeshare Loan (not including any down payment);

(ss)	if a Resort (other than La Cabana Resort) is subject to a construction loan, the construction lender shall have signed and delivered a non-disturbance agreement (which may be contained in such lender’s mortgage) pursuant to which such construction lender agrees not to foreclose on any Timeshare Properties relating to such Timeshare Loan or by the terms of the construction loan, the related Timeshare Property has been released from the lien created thereby, which have been sold pursuant to this Agreement;

(tt)	except as set forth in Schedule II hereto, the Timeshare Properties and the Resorts related to such Timeshare Loan are free of material damage and waste and are in good repair, ordinary wear and tear excepted, and fully operational; there is no proceeding pending or threatened for the total or partial condemnation of or affecting any Timeshare Property or

I-7


	taking of the Timeshare Property by eminent domain; the Timeshare Properties and the Resorts in which the Timeshare Properties are located are lawfully used and occupied under applicable law by the owner thereof;

(uu)	except as set forth in Schedule II hereto, the portions of the Resorts in which the Timeshare Properties are located which represent the common facilities are free of material damage and waste and are in good repair and condition, ordinary wear and tear excepted;

(vv)	no foreclosure or similar proceedings have been instituted and are continuing with respect to such Timeshare Loan or the related Timeshare Property;

(ww)	if such Timeshare Loan is an Aruba Club Loan, Bluegreen shall own, directly or indirectly, 100% of the economic and voting interests of the Aruba Originator;

(xx)	such Timeshare Loan does not have an original term to maturity in excess of 120 months;

(yy)	to Bluegreen’s Knowledge, the capital reserves and maintenance fee levels of the Associations of the Resorts related to such Timeshare Loan are adequate in light of the operating requirements of such Associations;

(zz)	except as required by law, such Timeshare Loan may not be assumed without the consent of the obligee;

(aaa)	for each Club Loan, the Obligor under such Timeshare Loan does not have its rights under the Club Trust Agreement suspended;

(bbb)	the payments under such Timeshare Loan are not subject to withholding taxes imposed by any foreign governments;

(ccc)	each entry with respect to such Timeshare Loan as set forth on Schedule II and Schedule III hereof is true and correct.

(ddd)	if such Timeshare Loan relates to a Timeshare Property located in Aruba, a notice has been mailed or will be mailed within 30 days of the Closing Date or the related Transfer Date, as applicable, to the related Obligor indicating that such Timeshare Loan has been transferred to the Issuer and pledged to the Indenture Trustee for the benefit of the Noteholders;

(eee)	no broker is, or will be, entitled to any commission or compensation in connection with the transfer of such Timeshare Loans hereunder;

(fff)	if the Obligor related to such Timeshare Loan is paying its scheduled payments by pre-authorized debit or charge, such Obligor has executed an ACH Form substantially in the form attached hereto as Exhibit C ;

(ggg)	if such Timeshare Loan relates to a Timeshare Property located in the State of Michigan and was originated prior to Bluegreen obtaining a license under the Michigan Mortgage

I-8


	Brokers, Lenders and Servicers Licensing Act, Bluegreen shall have confirmed that the interest rate on such Timeshare Loan is enforceable in the manner specified as effective in an opinion by Michigan local counsel;

(hhh)	if such Timeshare Loan is a 50/50 Loan, the related Obligor has made a downpayment of at least 50%, the balance of the 50/50 Loan is due no later than the one year anniversary of the origination date of such 50/50 Loan and the coupon rate is at least 8.25% per annum;

(iii)	if such Timeshare Loan is an Aruba Club Loan, such Timeshare Loan was originated on or after January 26, 2004; and

(jjj)	with respect to such Timeshare Loan, there exists a Timeshare Loan File and such Timeshare Loan File contains or will contain each item listed in the definition of Timeshare Loan File with respect to such Timeshare Loan and such Timeshare Loan File is in the possession of the Custodian, subject to the Custodian’s exception report pursuant to the Custodial Agreement.

I-9

Schedule II

Exceptions

With respect to (gg), (tt) and (uu):

Bluegreen brought litigation against a general contractor alleging the existence of construction defects at the Shore Crest Vacation Villas™ I and II, including deficiencies in exterior insulating and finishing systems that resulted in water intrusion. In January of 2009 the parties reached settlement and the general contractor and various subcontractors and engineers involved in the project collectively agreed to pay $4,578,000 towards the total cost of repairs to correct the defects. Bluegreen accrued an additional $1.3 million in expenses related to this matter. Payment in full of the settlement amount has been made and Bluegreen has entered into construction agreements with a general contractor for exterior cladding repairs and other repair work to each of Shorecrest I and II. Repair work is presently under way on both Shorecrest I and II with an estimated completion date of early 2011. Bluegreen believes the settlement amount and amounts accrued by Bluegreen will be sufficient to pay for the total cost of the repairs to both Shorecrest I and II.

With respect to (hh):


Loan #		Currrent Principal Balance ($)
	393003		35,234.50
	389016		35,507.46
	381152		35,592.48
	398360		35,754.16
	375521		35,873.36
	386323		35,899.13
	402232		35,999.14
	387002		36,122.74
	423833		36,326.43
	396262		36,711.13
	393885		36,919.54
	398153		36,943.50
	383209		37,040.62
	409123		37,086.47
	411245		37,119.78
	419362		37,266.42
	422920		37,371.60
	390739		37,588.31
	381545		37,812.42
	399517		37,882.84
	413590		37,973.01
	391754		38,210.59

II-1


Loan #		Currrent Principal Balance ($)
	379925		38,407.83
	404069		38,434.68
	386919		38,777.86
	422530		38,953.16
	385023		38,966.76
	450804		38,975.29
	421509		39,147.43
	420367		39,191.78
	392982		39,238.03
	408397		39,319.15
	399006		39,453.63
	376203		39,610.92
	406470		39,867.72
	402649		40,085.90
	411086		40,127.80
	385211		40,140.53
	376853		40,187.52
	393129		40,585.20
	408910		41,024.87
	405365		41,152.38
	426158		41,281.93
	400941		41,528.96
	400946		41,641.75
	399063		41,741.95
	404280		41,830.88
	427674		41,858.97
	400360		42,224.09
	399915		42,242.10
	390085		42,357.95
	396325		42,525.56
	409341		42,806.64
	425251		43,152.57
	409514		43,157.22
	391559		43,288.74
	397048		43,373.26
	376783		43,620.90
	393865		44,736.71
	407269		44,995.56
	425565		46,751.42
	410244		47,654.00
	408974		65,545.39

II-2

Schedule III

Schedule of Timeshare Loans

[Electronic Schedule of Timeshare Loans on file with the Issuer]

III-1

Schedule 5

N/A

Schedule 5

Exhibit A

[Reserved]

Exhibit A

Exhibit B

Club Trust Agreement

Exhibit B

Exhibit C

ACH Form

Exhibit C

EXECUTION COPY

BXG TIMESHARE TRUST I,

as Issuer

BLUEGREEN CORPORATION,

as Servicer

VACATION TRUST, INC.,

as Club Trustee

CONCORD SERVICING CORPORATION,

as Backup Servicer

U.S. BANK NATIONAL ASSOCIATION,

as Indenture Trustee, Paying Agent and Custodian

and

BRANCH BANKING AND TRUST COMPANY,

as Agent

______________

THIRD AMENDED AND RESTATED INDENTURE

Dated as of August 1, 2010

______________

Timeshare Loan-Backed VFN Notes, Series I

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		3
SECTION 1.1.	General Definitions and Usage of Terms.	3
SECTION 1.2.	Compliance Certificates and Opinions.	4
SECTION 1.3.	Form of Documents Delivered to Indenture Trustee.	4
SECTION 1.4.	Acts of Noteholders, etc.	5
SECTION 1.5.	Notice to Noteholders; Waiver.	6
SECTION 1.6.	Effect of Headings and Table of Contents.	6
SECTION 1.7.	Successors and Assigns.	6
SECTION 1.8.	GOVERNING LAW.	7
SECTION 1.9.	Legal Holidays.	7
SECTION 1.10.	Execution in Counterparts.	7
SECTION 1.11.	Inspection.	7
SECTION 1.12.	Survival of Representations and Warranties.	8
SECTION 1.13.	Effective Date	8
ARTICLE II. THE NOTES		8
SECTION 2.1.	General Provisions.	8
SECTION 2.2.	Definitive Notes.	9
SECTION 2.3.	[RESERVED]	9
SECTION 2.4.	Registration, Transfer and Exchange of Notes.	9
SECTION 2.5.	Mutilated, Destroyed, Lost and Stolen Notes.	11
SECTION 2.6.	Payment of Interest and Principal; Rights Preserved.	11
SECTION 2.7.	Persons Deemed Owners.	12

SECTION 2.8.	Cancellation.	12
SECTION 2.9.	Noteholder Lists.	12
SECTION 2.10.	Treasury Notes.	13
SECTION 2.11.	[RESERVED].	13
SECTION 2.12.	Confidentiality.	13
ARTICLE III. ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS; REPORTS		13
SECTION 3.1.	Trust Accounts; Investments by Indenture Trustee.	13
SECTION 3.2.	Establishment and Administration of the Trust Accounts.	15
SECTION 3.3.	[Reserved].	16
SECTION 3.4.	Distributions.	16
SECTION 3.5.	Reports to Noteholders.	18
SECTION 3.6.	[RESERVED].	19
SECTION 3.7.	Withholding Taxes.	19
ARTICLE IV. THE TRUST ESTATE		20
SECTION 4.1.	Acceptance by Indenture Trustee.	20
SECTION 4.2.	Acquisition of Timeshare Loans.	20
SECTION 4.3.	[RESERVED].	20
SECTION 4.4.	Tax Treatment.	20
SECTION 4.5.	Further Action Evidencing Grant of Security Interest and Assignments.	21
SECTION 4.6.	Substitution and Repurchase of Timeshare Loans.	22
SECTION 4.7.	Release of Lien.	24
SECTION 4.8.	Appointment of Custodian and Paying Agent.	24
ARTICLE V. SERVICING OF TIMESHARE LOANS		24
SECTION 5.1.	Appointment of Servicer and Backup Servicer; Servicing Standard.	24

SECTION 5.2.	Payments on the Timeshare Loans.	25
SECTION 5.3.	Duties and Responsibilities of the Servicer.	25
SECTION 5.4.	Servicer Events of Default.	29
SECTION 5.5.	Accountings; Statements and Reports.	31
SECTION 5.6.	Records.	33
SECTION 5.7.	Fidelity Bond and Errors and Omissions Insurance.	33
SECTION 5.8.	Merger or Consolidation of the Servicer.	33
SECTION 5.9.	Sub-Servicing.	34
SECTION 5.10.	Servicer Resignation.	34
SECTION 5.11.	Fees and Expenses.	35
SECTION 5.12.	Access to Certain Documentation.	35
SECTION 5.13.	No Offset.	35
SECTION 5.14.	Account Statements.	35
SECTION 5.15.	Indemnification; Third Party Claim.	36
SECTION 5.16.	Backup Servicer.	36
SECTION 5.17.	Aruba Notices.	37
SECTION 5.18.	Recordation.	37
ARTICLE VI. EVENTS OF DEFAULT; REMEDIES		37
SECTION 6.1.	[RESERVED].	37
SECTION 6.2.	Acceleration of Maturity; Rescission and Annulment.	37
SECTION 6.3.	Remedies.	39
SECTION 6.4.	Indenture Trustee May File Proofs of Claim.	40
SECTION 6.5.	Indenture Trustee May Enforce Claims Without Possession of Notes.	41
SECTION 6.6.	Application of Money Collected.	41
SECTION 6.7.	Limitation on Suits.	44

iii

SECTION 6.8.	Unconditional Right of Noteholders to Receive Principal and Interest.	45
SECTION 6.9.	Restoration of Rights and Remedies.	45
SECTION 6.10.	Rights and Remedies Cumulative.	45
SECTION 6.11.	Delay or Omission Not Waiver.	45
SECTION 6.12.	Control by Agent.	46
SECTION 6.13.	Waiver of Events of Default.	46
SECTION 6.14.	Undertaking for Costs.	46
SECTION 6.15.	Waiver of Stay or Extension Laws.	47
SECTION 6.16.	Sale of Trust Estate.	47
SECTION 6.17.	Action on Notes.	48
SECTION 6.18.	Performance and Enforcement of Certain Obligations.	48
ARTICLE VII. THE INDENTURE TRUSTEE		49
SECTION 7.1.	Certain Duties.	49
SECTION 7.2.	Notice of Events of Default.	50
SECTION 7.3.	Certain Matters Affecting the Indenture Trustee.	50
SECTION 7.4.	Indenture Trustee Not Liable for Notes or Timeshare Loans.	51
SECTION 7.5.	Indenture Trustee May Own Notes.	52
SECTION 7.6.	Indenture Trustee’s Fees and Expenses.	52
SECTION 7.7.	Eligibility Requirements for Indenture Trustee.	52
SECTION 7.8.	Resignation or Removal of Indenture Trustee.	52
SECTION 7.9.	Successor Indenture Trustee.	53
SECTION 7.10.	Merger or Consolidation of Indenture Trustee.	54
SECTION 7.11.	Appointment of Co-Indenture Trustee or Separate Indenture Trustee.	54
SECTION 7.12.	Paying Agent and Note Registrar Rights.	56
SECTION 7.13.	Authorization.	56

SECTION 7.14.	Maintenance of Office or Agency.	57
ARTICLE VIII. COVENANTS OF THE ISSUER		57
SECTION 8.1.	Payment of Principal, Interest and Other Amounts.	57
SECTION 8.2.	Eligible Timeshare Loans.	57
SECTION 8.3.	Money for Payments to Noteholders to Be Held in Trust.	57
SECTION 8.4.	Existence; Merger; Consolidation, etc.	59
SECTION 8.5.	Protection of Trust Estate; Further Assurances.	59
SECTION 8.6.	Additional Covenants.	61
SECTION 8.7.	Taxes.	62
SECTION 8.8.	Restricted Payments.	63
SECTION 8.9.	Treatment of Notes as Debt for Tax Purposes.	63
SECTION 8.10.	Further Instruments and Acts.	63
ARTICLE IX. SUPPLEMENTAL INDENTURES		63
SECTION 9.1.	Supplemental Indentures.	63
SECTION 9.2.	Supplemental Indentures with Consent of Noteholders.	64
SECTION 9.3.	Execution of Supplemental Indentures.	65
SECTION 9.4.	Effect of Supplemental Indentures.	65
SECTION 9.5.	Reference in Notes to Supplemental Indentures.	65
ARTICLE X. BORROWINGS		66
SECTION 10.1.	Optional Borrowings	66
ARTICLE XI. SATISFACTION AND DISCHARGE		67
SECTION 11.1.	Satisfaction and Discharge of Indenture.	67
SECTION 11.2.	Application of Trust Money; Repayment of Money Held by Paying Agent.	68
SECTION 11.3.	Trust Termination Date.	68

ARTICLE XII. REPRESENTATIONS AND WARRANTIES AND COVENANTS		68
SECTION 12.1.	Representations and Warranties of the Issuer.	68
SECTION 12.2.	Representations and Warranties of the Servicer.	70
SECTION 12.3.	Representations and Warranties of the Indenture Trustee.	73
SECTION 12.4.	Multiple Roles.	74
SECTION 12.5.	[Reserved].	74
SECTION 12.6.	Covenants of the Club Trustee.	74
SECTION 12.7.	Representations and Warranties of the Backup Servicer.	76
ARTICLE XIII. MISCELLANEOUS		79
SECTION 13.1.	Officer’s Certificate and Opinion of Counsel as to Conditions Precedent.	79
SECTION 13.2.	Statements Required in Certificate or Opinion.	79
SECTION 13.3.	Notices.	80
SECTION 13.4.	No Proceedings.	82
SECTION 13.5.	Limitation of Liability of Owner Trustee.	82
ARTICLE XIV. REDEMPTION OF NOTES		83
SECTION 14.1.	Clean-up Call; Optional Redemption; Election to Redeem.	83
SECTION 14.2.	Notice to Indenture Trustee.	83
SECTION 14.3.	Notice of Redemption by the Servicer.	83
SECTION 14.4.	Deposit of Redemption Price.	83
SECTION 14.5.	Notes Payable on Redemption Date.	84

Exhibit A	Form of Notes
Exhibit B	Form of Investor Representation Letter
Exhibit C	Reserved
Exhibit D	Form of Monthly Servicer Report
Exhibit E	Servicing Officer’s Certificate
Exhibit F	Form of Investor Certification
Exhibit G	Form of ROAP Waiver Letter
Exhibit H	Form of Aruba Notice
Exhibit I	Resort Ratings
Exhibit J	Collection Policy
Exhibit K	Credit Policy
Annex A	Second Amended and Restated Standard Definitions
Schedule I	Schedule of Timeshare Loans
Schedule 12.2(e)	Pending Litigation/Proceedings

vii

THIRD AMENDED AND RESTATED INDENTURE

This THIRD AMENDED AND RESTATED INDENTURE, dated as of August 1, 2010 (this “ Indenture ”), is among BXG TIMESHARE TRUST I, a statutory trust formed under the laws of the State of Delaware, as issuer (the “ Issuer ”), BLUEGREEN CORPORATION (“ Bluegreen ”), a Massachusetts corporation, in its capacity as servicer (the “ Servicer ”), VACATION TRUST, INC., a Florida corporation, as trustee under the Club Trust Agreement (the “ Club Trustee ”), CONCORD SERVICING CORPORATION, an Arizona corporation, as backup servicer (the “ Backup Servicer ”), U.S. BANK NATIONAL ASSOCIATION, a national banking association, as indenture trustee (the “ Indenture Trustee ”), paying agent (the “ Paying Agent ”) and as custodian (the “ Custodian ”) and BRANCH BANKING AND TRUST COMPANY, a North Carolina corporation, as agent of the Purchasers pursuant to the Note Funding Agreement (the “ Agent ”) and hereby amends and restates in its entirety that certain second amended and restated indenture, dated as of June 1, 2009, as amended by Omnibus Amendment No. 4, dated as of June 30, 2009, Omnibus Amendment No. 5, dated as of June 29, 2010 and Omnibus Amendment No. 6, dated as of August 30, 2010, in each case, by and among the parties hereto and the other parties named therein (the “ Second Amended and Restated Indenture ”), among the parties hereto.

RECITALS OF THE ISSUER

WHEREAS, the parties hereto desire to amend and restate in its entirety the Second Amended and Restated Indenture as provided herein, and all actions required to do so under the Second Amended and Restated Indenture have been taken;

WHEREAS, the Issuer had duly authorized the execution and delivery of the Second Amended and Restated Indenture to provide for the issuance of five classes of variable funding notes designated as the Timeshare Loan-Backed VFN Notes, Series I, Class A (the “ Second Amended Class A Notes ”), the Timeshare Loan-Backed VFN Notes, Series I, Class B (the “ Second Amended Class B Notes ”), the Timeshare Loan-Backed VFN Notes, Series I, Class C (the “ Second Amended Class C Notes ”), the Timeshare Loan-Backed VFN Notes, Series I, Class D (the “ Second Amended Class D Notes ”) and the Timeshare Loan-Backed VFN Notes, Series I, Class E (the “ Second Amended Class E Notes ”, and together with the Second Amended Class A Notes, the Second Amended Class B Notes, the Second Amended Class C Notes and the Second Amended Class D Notes, the “ Amended Notes ”);

WHEREAS, the Issuer has duly authorized (a) the execution and delivery of this Indenture to provide for the issuance of five classes of variable funding notes designated as the Timeshare Loan-Backed VFN Notes, Series I, Class A (the “ Class A Notes ”), the Timeshare Loan-Backed VFN Notes, Series I, Class B (the “ Class B Notes ”), the Timeshare Loan-Backed VFN Notes, Series I, Class C (the “ Class C Notes ”), the Timeshare Loan-Backed VFN Notes, Series I, Class D (the “ Class D Notes ”) and the Timeshare Loan-Backed VFN Notes, Series I, Class E (the “ Class E Notes ”, and together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “ Notes ”) and (b) the exchange of the Amended Notes for the Notes;

WHEREAS, the Notes will evidence Borrowings made from time to time prior to the Facility Termination Date by the Issuer in accordance with the terms described herein and in the Note Funding Agreement;

WHEREAS, the Servicer has agreed to service and administer the Timeshare Loans securing the Notes and the Backup Servicer has agreed to, among other things, service and administer the Timeshare Loans if the Servicer shall no longer be the Servicer hereunder;

WHEREAS, the Club Trustee is a limited purpose entity which, on behalf of Beneficiaries of the Club, holds title to the Timeshare Properties related to the Club Loans;

WHEREAS, the Agent, as nominee of the Purchasers shall, as sole Noteholder of each Class of Notes, be entitled to exercise certain rights and remedies under this Indenture; and

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the benefit of the Noteholders, as follows:

GRANTING CLAUSE

To secure the payment of the principal of and interest on the Notes in accordance with their terms, the payment of all of the sums payable under this Indenture and the performance of the covenants contained in this Indenture, the Issuer hereby Grants to the Indenture Trustee, for the benefit of the Noteholders, all of the Issuer’s right, title and interest in and to the following whether now owned or hereafter acquired and any and all benefits accruing to the Issuer from, (i) all Timeshare Loans acquired by the Issuer from time to time pursuant to the Sale Agreement, (ii) any Qualified Substitute Timeshare Loans, (iii) the Receivables in respect of each Timeshare Loan due after the related Cut-Off Date, (iv) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (v) all Related Security in respect of each Timeshare Loan, (vi) all rights and remedies under the Purchase Agreement, the Sale Agreement, the Lockbox Agreement, the Backup Servicing Agreement, the Administration Agreement, the Custodial Agreement or any Hedge Agreement, (vii) all amounts in or to be deposited to the Lockbox Account, the Collection Account, the Credit Card Account and the General Reserve Account, and (viii) proceeds of the foregoing (including, without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds (as applicable), condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing) (collectively, the “ Trust Estate ”). Notwithstanding the foregoing, the Trust Estate shall not include (i) any Timeshare Loan released from the Lien of this Indenture in

accordance with the terms hereof and any Related Security, Timeshare Loan Documents, income or proceeds related to such released Timeshare Loan, (ii) any amount distributed pursuant to Section 3.4 or Section 6.6 hereof or (iii) any Misdirected Deposits.

The Indenture Trustee further acknowledges (a) that in the event the conveyance of the Timeshare Loans by the Depositor to the Issuer pursuant to the Sale Agreement is determined to constitute a loan and not a sale as it is intended by all the parties hereto, the Custodian will be holding each of the Timeshare Loans as bailee of the Issuer; provided , however , that with respect to the Timeshare Loans, the Custodian will not act at the direction of the Issuer without the written consent of the Indenture Trustee; and (b) receipt of the Amended Notes in connection with the authentication and delivery of the Notes.

ARTICLE I.

DEFINITIONS AND OTHER PROVISIONS

OF GENERAL APPLICATION

SECTION 1.1.

General Definitions and Usage of Terms .

(a) In addition to the terms defined elsewhere in this Indenture, capitalized terms shall have the meanings given them in the “Third Amended and Restated Standard Definitions” attached hereto as Annex A .

(b) With respect to all terms in this Indenture, the singular includes the plural and the plural the singular; words importing any gender including the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Indenture; references to Persons include their successors and assigns; and the term “including” means “including without limitation.”

SECTION 1.2.

Compliance Certificates and Opinions .

Upon any written application or request (or oral application with prompt written or telecopied confirmation) by the Issuer to the Indenture Trustee to take any action under any provision of this Indenture, other than any request that (a) the Indenture Trustee authenticate the Notes specified in such request, (b) the Indenture Trustee invest moneys in any of the Trust Accounts pursuant to the written directions specified in such request or (c) the Indenture Trustee pay moneys due and payable to the Issuer hereunder to the Issuer’s assignee specified in such request, the Indenture Trustee shall require the Issuer to furnish to the Indenture Trustee an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with and that the request otherwise is in accordance with the terms of this Indenture, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such requested action as to which other evidence of satisfaction of the conditions precedent thereto is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished.

SECTION 1.3.

Form of Documents Delivered to Indenture Trustee .

Any certificate or opinion of an officer of the Issuer delivered to the Indenture Trustee may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows that the opinion with respect to the matters upon which his/her certificate or opinion is based is erroneous. Any such officer’s certificate or opinion and any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Issuer as to such factual matters unless such officer or counsel knows that the certificate or opinion or representations with respect to such matters is erroneous. Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel’s opinion and shall include a statement to the effect that such other counsel believes that such counsel and the Indenture Trustee may reasonably rely upon the opinion of such other counsel.

effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Indenture Trustee’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Section 7.1(b) hereof.

Whenever in this Indenture it is provided that the absence of the occurrence and continuation of a Default, Event of Default or Servicer Event of Default is a condition precedent to the taking of any action by the Indenture Trustee at the request or direction of the Issuer, then, notwithstanding that the satisfaction of such condition is a condition precedent to the Issuer’s right to make such request or direction, the Indenture Trustee shall be protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such event. For all purposes of this Indenture, the Indenture Trustee shall not be deemed to have knowledge of any Default, Event of Default or Servicer Event of Default nor shall the Indenture Trustee have any duty to monitor or investigate to determine whether a default has occurred (other than an Event of Default of the kind described in subparagraph (a) of the definition of Event of Default) or Servicer Event of Default has occurred unless a Responsible Officer of the Indenture Trustee shall have actual knowledge thereof or shall have been notified in writing thereof by the Issuer, the Servicer or any secured party.

SECTION 1.4.

Acts of Noteholders, etc .

(a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Indenture Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “ Act ” of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 7.1 hereof) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 1.4.

(c) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the holder of any Note shall bind every future holder of the same Note and the

holder of every Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 1.5.

Notice to Noteholders; Waiver .

(a) Where this Indenture provides for notice to Noteholders of any event, or the mailing of any report to Noteholders, such notice or report shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, via first class mail, or sent by private courier or confirmed telecopy to each Noteholder affected by such event or to whom such report is required to be mailed, at its address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice or the mailing of such report. In any case where a notice or report to Noteholders is mailed, neither the failure to mail such notice or report, nor any defect in any notice or report so mailed, to any particular Noteholder shall affect the sufficiency of such notice or report with respect to other Noteholders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Indenture Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 1.6.

Effect of Headings and Table of Contents .

The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.7.

Successors and Assigns .

All covenants and agreements in this Indenture by each of the parties hereto shall bind its respective successors and permitted assigns, whether so expressed or not.

SECTION 1.8.

GOVERNING LAW .

SECTION 1.9.

Legal Holidays .

SECTION 1.10.

Execution in Counterparts .

SECTION 1.11.

Inspection .

The Issuer agrees that, on ten Business Days’ prior notice (or, one Business Day’s prior notice after the occurrence and during the occurrence of an Event of Default or a Servicer Event of Default), it will permit the representatives of the Indenture Trustee or any Noteholder, during the Issuer’s normal business hours, to examine all of the books of account, records, reports and other papers of the Issuer, to make copies thereof and extracts therefrom, and to discuss its affairs, finances and accounts with its designated officers, employees and independent accountants in the presence of such designated officers and employees (and by this provision the Issuer hereby authorizes its independent accountants to discuss with such representatives such affairs, finances and accounts), all at such reasonable times and as often as may be reasonably requested for the purpose of reviewing or evaluating the financial condition or affairs of the Issuer or the performance of and compliance with the covenants and undertakings of the Issuer and the Servicer in this Indenture or any of the other documents referred to herein or therein. Any reasonable expense incident to the exercise by the Indenture Trustee at any time or any Noteholder during the continuance of any Default or Event of Default, of any right under this Section 1.11 shall be borne by the Issuer and distributed in accordance with Section 3.4 or

Section 6.6, as applicable. Nothing contained herein shall be construed as a duty of the Indenture Trustee to perform such inspection.

SECTION 1.12.

Survival of Representations and Warranties .

SECTION 1.13.

Effective Date .

This Indenture shall be effective as of the Amendment Date.

ARTICLE II.

THE NOTES

SECTION 2.1.

General Provisions .

(a) Form of Notes . The Notes shall be designated as the “BXG Timeshare Trust I, Timeshare Loan-Backed VFN Notes, Series I”. The Notes shall be issued in five Classes and, together with their certificates of authentication, shall be in substantially the form set forth in Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or are permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may consistently herewith, be determined by the officer executing such Notes, as evidenced by such officer’s execution of such Notes.

(b) Maximum Outstanding Note Balance and Denominations . The Outstanding Note Balance of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes shall not exceed the Maximum Outstanding Class A Note Balance, the Maximum Outstanding Class B Note Balance, the Maximum Outstanding Class C Note Balance, the Maximum Outstanding Class D Note Balance and the Maximum Outstanding Class E Note Balance, respectively. The Notes shall be issuable only as registered Notes, without interest coupons, in the denominations of at least $50,000 and in integral multiples of $1,000; provided , however , that the foregoing shall not restrict or prevent the transfer in accordance with Section 2.4 hereof of any Note with a remaining Outstanding Note Balance of less than $50,000.

(c) Execution, Authentication, Delivery and Dating . The Amended Notes are hereby exchanged for the Notes. For the avoidance of doubt, the indebtedness evidenced by the Amended Notes remains outstanding and is consolidated with the indebtedness evidenced by the Notes. The Notes shall be manually executed by an Authorized Officer of the Owner Trustee on behalf of the Issuer. Any Note bearing the signature of an individual who was at the time of execution thereof an Authorized Officer of the Owner Trustee on behalf of the Issuer shall bind the Issuer, notwithstanding that such individual ceases to hold such office prior to the authentication and delivery of such Note or did not hold such office at the date of such Note. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any

purpose unless there appears on such Note a certificate of authentication substantially in the form set forth in Exhibit A hereto, executed by the Indenture Trustee by manual signature, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Each Note shall be dated the date of its authentication. The Notes may from time to time be executed by the Issuer and delivered to the Indenture Trustee for authentication together with an Issuer Order to the Indenture Trustee directing the authentication and delivery of such Notes and thereupon the same shall be authenticated and delivered by the Indenture Trustee in accordance with such Issuer Order.

SECTION 2.2.

Definitive Notes .

The Notes shall be issued in definitive form only.

SECTION 2.3.

[RESERVED]

SECTION 2.4.

Registration, Transfer and Exchange of Notes .

(a) The Issuer shall cause to be kept at the Corporate Trust Office a register (the “ Note Register ”) for the registration, transfer and exchange of Notes. The Indenture Trustee is hereby appointed “ Note Registrar ” for purposes of registering Notes and transfers of Notes as herein provided. The names and addresses of all Noteholders and the names and addresses of the transferees of any Notes shall be registered in the Note Register. The Person in whose name any Note is so registered shall be deemed and treated as the sole owner and Noteholder thereof for all purposes of this Indenture and the Note Registrar, the Issuer, the Indenture Trustee, the Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. The Notes are transferable or exchangeable only upon the surrender of such Note to the Note Registrar at the Corporate Trust Office together with an assignment and transfer (executed by the Noteholder or his duly authorized attorney), subject to the applicable requirements of this Section 2.4. Upon request of the Indenture Trustee, the Note Registrar shall provide the Indenture Trustee with the names and addresses of the Noteholders.

(b) Upon surrender for registration of transfer of any Note, subject to the applicable requirements of this Section 2.4, the Issuer shall execute and the Indenture Trustee shall duly authenticate in the name of the designated transferee or transferees, one or more new Notes in denominations of a like aggregate denomination as the Note being surrendered. Each Note surrendered for registration of transfer shall be canceled and subsequently destroyed by the Note Registrar. Each new Note issued pursuant to this Section 2.4 shall be registered in the name of any Person as the transferring Noteholder may request, subject to the applicable provisions of this Section 2.4. All Notes issued upon any registration of transfer or exchange of Notes shall be entitled to the same benefits under this Indenture as the Notes surrendered upon such registration of transfer or exchange.

(c) The issuance of the Notes will not be registered or qualified under the Securities Act or the securities laws of any state. No resale or transfer of any Note may be made unless such resale or transfer is made in accordance with this Indenture and only if (i) in the United States to a person whom the transferor reasonably believes is a “qualified institutional buyer” (as defined in Rule 144A) that is purchasing for its own account or for the account of a

qualified institutional buyer in a transaction meeting the requirements of Rule 144A as certified by the transferee (other than the Agent) in a letter in the form of Exhibit B hereto, (ii) pursuant to an exemption from registration under the Securities Act provided by Rule 144 (if available) or (iii) pursuant to an effective registration statement under the Securities Act, in each of cases (i) through (iii) in accordance with any applicable securities laws of any state of the United States. Each transferee and each subsequent transferee will be required to notify any subsequent purchaser of such Notes from it of the resale restrictions described herein. None of the Issuer, the Servicer or the Indenture Trustee is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of any Note without registration.

(d) No resale or other transfer of any Note may be made to any transferee unless (i) such transferee is not, and will not acquire such Note on behalf or with the assets of, any Benefit Plan or (ii) no “prohibited transaction” under ERISA or section 4975 of the Code or Similar Law that is not subject to a statutory, regulatory or administrative exemption will occur in connection with purchaser’s or such transferee’s acquisition or holding of such Note. In addition, the Notes may not be purchased by or transferred to any Benefit Plan or person acting on behalf of or with assets of any Benefit Plan, unless it represents that it is not sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Issuer, the Depositor, the Originators, the Servicer, the Indenture Trustee, the Owner Trustee, the Administrator, the Paying Agent, the Custodian, the Backup Servicer, the Lockbox Bank or the Agent, or by any affiliate of any such person. In addition to the applicable provisions of this Section 2.4, the exchange, transfer and registration of transfer of Notes shall only be made in accordance with Section 2.4(c) and this Section 2.4(d).

(e) No fee or service charge shall be imposed by the Note Registrar for its services in respect of any registration of transfer or exchange referred to in this Section 2.4. The Note Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

(f) None of the Issuer, the Indenture Trustee, the Servicer or the Note Registrar is obligated to register or qualify the Notes under the Securities Act or any other securities law or to take any action not otherwise required under this Indenture to permit the transfer of such Notes without registration or qualification. Any such Noteholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Issuer, the Indenture Trustee, the Servicer and the Note Registrar against any loss, liability or expense that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

(g) The Servicer agrees to cause the Issuer, and the Issuer agrees to provide, such information as required under Rule 144A under the Securities Act so as to allow resales of Notes to “qualified institutional buyers” (as defined therein) in accordance herewith.

(h) The Notes represent the sole obligation of the Issuer payable from the Trust Estate and do not represent the obligations of the Originators, the Servicer, the Depositor, the Backup Servicer, the Owner Trustee, the Indenture Trustee, the Administrator or the Custodian.

(i) Notwithstanding anything in this Section 2.4 or elsewhere in this Indenture or the Notes, the transfer restrictions described herein shall apply only to the Noteholders and shall not apply to the Purchasers whose rights to transfer interests in the Notes are governed solely by Section 8 of the Note Funding Agreement.

SECTION 2.5.

Mutilated, Destroyed, Lost and Stolen Notes .

(a) If any mutilated Note is surrendered to the Indenture Trustee, the Issuer shall execute and the Indenture Trustee shall authenticate and deliver in exchange therefore a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

(b) If there shall be delivered to the Issuer and the Indenture Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Note and (ii) such security or indemnity as may be reasonably required by them to save each of them and any agent of either of them harmless (which security and indemnity shall be provided by the Agent to the extent such loss or theft occurs while it holds the Note on behalf of a Noteholder), then, in the absence of actual notice to the Issuer or the Indenture Trustee that such Note has been acquired by a bona fide purchaser, the Issuer shall execute and upon its request the Indenture Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Note, a replacement Note of like tenor and principal amount and bearing a number not contemporaneously outstanding.

SECTION 2.6.

Payment of Interest and Principal; Rights Preserved .

writing), or if a Noteholder has provided wire transfer instructions to the Indenture Trustee at least five Business Days prior to the applicable Payment Date, upon the request of a Noteholder, by wire transfer of federal funds to the accounts and numbers specified in the Note Register (or, if the Noteholder is the Agent, at such accounts and numbers as the Agent shall specify in writing), in each case on such Record Date for such Person.

(b) All reductions in the principal amount of a Note affected by payments of principal made on any Payment Date shall be binding upon all Noteholders of such Note and of any Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof, whether or not such payment is noted on such Note. All payments on the Notes shall be paid without any requirement of presentment, but each Noteholder shall be deemed to agree, by its acceptance of the same, to surrender such Note at the Corporate Trust Office within 30 days after receipt of the final principal payment of such Note.

SECTION 2.7.

Persons Deemed Owners .

Prior to due presentment of a Note for registration of transfer, the Issuer, the Indenture Trustee, and any agent of the Issuer or the Indenture Trustee may treat the registered Noteholder as the owner of such Note for the purpose of receiving payment of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and neither the Issuer, the Indenture Trustee, nor any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.8.

Cancellation .

SECTION 2.9.

Noteholder Lists .

SECTION 2.10.

Treasury Notes .

SECTION 2.11.

[RESERVED].

SECTION 2.12.

Confidentiality .

Each Noteholder covenants and agrees that any information obtained pursuant to, or otherwise in connection with, this Indenture or the other Transaction Documents shall be held in confidence (it being understood that documents provided to the Agent hereunder may in all cases be distributed by the Agent to the Purchasers) except that the Noteholder (or Purchasers) may disclose such information (i) to its officers, directors, members, employees, agents, counsel, accountants, auditors, advisors or representatives who have an obligation to maintain the confidentiality of such information, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Noteholder, Agent or such Purchaser, (iii) to the extent such information was available to the Noteholder, Agent or such Purchaser on a non-confidential basis prior to its disclosure to the Noteholder, Agent or such Purchaser in connection with this transaction, (iv) with the consent of the Servicer, or (v) to the extent the Noteholder, Agent or such Purchaser should be (A) required in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided , that, in the case of this clause (v), the Noteholder, the Agent or such Purchaser, as the case may be, will (unless otherwise prohibited by law or in connection with regular regulatory reviews) notify the Issuer and the Servicer of its intention to make any such disclosure as early as practicable prior to making such disclosure and cooperate with the Servicer in connection with any action to obtain a protective order with respect to such disclosure.

ARTICLE III.

ACCOUNTS; COLLECTION AND

APPLICATION OF MONEYS; REPORTS

SECTION 3.1.

Trust Accounts; Investments by Indenture Trustee .

(a) The Indenture Trustee has established in the name of the Indenture Trustee for the benefit of the Noteholders as provided in this Indenture, the Trust Accounts, which accounts (other than the Lockbox Account and the Credit Card Account) are Eligible Bank Accounts maintained at the Corporate Trust Office.

with the provisions of this Indenture. All such amounts and all investments made with such amounts, including all income and other gain from such investments, shall be held by the Indenture Trustee in such accounts as part of the Trust Estate as herein provided, subject to withdrawal by the Indenture Trustee in accordance with, and for the purposes specified in the provisions of, this Indenture.

(c) None of the parties hereto shall have any right of set-off with respect to any Trust Account or any investment therein.

(d) So long as no Event of Default shall have occurred and be continuing, all or a portion of the amounts in any Trust Account (other than the Lockbox Account and the Credit Card Account) shall be invested and reinvested by the Indenture Trustee pursuant to an Issuer Order in one or more Eligible Investments. Subject to the restrictions on the maturity of investments set forth in Section 3.1(f) hereof, each such Issuer Order may authorize the Indenture Trustee to make the specific Eligible Investments set forth therein, to make Eligible Investments from time to time consistent with the general instructions set forth therein, in each case, in such amounts as such Issuer Order shall specify.

(e) In the event that either (i) the Issuer shall have failed to give investment directions to the Indenture Trustee by 9:30 A.M., New York City time on any Business Day on which there may be uninvested cash or (ii) an Event of Default shall be continuing, the Indenture Trustee shall promptly invest and reinvest the funds then in the designated Trust Account to the fullest extent practicable in those obligations or securities described in clause (e) of the definition of “Eligible Investments”. All investments made by the Indenture Trustee shall mature no later than the maturity date therefor permitted by Section 3.1(f) hereof.

(g) Subject to Section 3.1(d) hereof, any investment of any funds in any Trust Account shall be made under the following terms and conditions:

(i) each such investment shall be made in the name of the Indenture Trustee, in each case in such manner as shall be necessary to maintain the identity of such investments as assets of the Trust Estate; and

(ii) any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee, and the Indenture Trustee shall have sole possession of such instrument, and all income on such investment.

(h) The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any Trust Account resulting from losses on investments made in accordance with the provisions of this Section 3.1 including, but not limited to, losses resulting from the sale or depreciation in the market value of such investments (but the institution serving as Indenture Trustee shall at all times remain liable for its own obligations, if any, constituting part of such investments). The Indenture Trustee shall not be liable for any investment or liquidation of an investment made by it in accordance with this Section 3.1 on the grounds that it could have made a more favorable investment or a more favorable selection for sale of an investment.

SECTION 3.2.

Establishment and Administration of the Trust Accounts .

(a) Collection Account . The Issuer hereby directs and the Indenture Trustee hereby agrees to continue to maintain an account (the “ Collection Account ”) for the benefit of the Noteholders. The Collection Account is an Eligible Bank Account initially established at the corporate trust department of the Indenture Trustee, bearing the following designation “BXG Timeshare Trust I, Timeshare Loan-Backed VFN Notes, Series I — Collection Account, U.S. Bank National Association, as Indenture Trustee for the benefit of the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders as their interests appear in the Trust Estate. If, at any time, the Collection Account ceases to be an Eligible Bank Account, the Indenture Trustee shall within two Business Days establish a new Collection Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Collection Account, and from the date such new Collection Account is established, it shall be the “Collection Account”. The Indenture Trustee agrees to immediately deposit any amounts received by it into the Collection Account. Amounts on deposit in the Collection Account shall be invested in accordance with Section 3.1 hereof. Withdrawals and payments from the Collection Account will be made on each Payment Date as provided in Section 3.4 or Section 6.6 hereof, as applicable. The Indenture Trustee, at

the written direction of the Servicer, shall withdraw (no more than once per calendar week) from the Collection Account and return to the Servicer or as directed by the Servicer, any amounts which (i) were mistakenly deposited in the Collection Account, including, without limitation, amounts representing Misdirected Payments and (ii) represent Additional Servicing Compensation. The Indenture Trustee may conclusively rely on such written direction.

(b) General Reserve Account . The Issuer hereby directs and the Indenture Trustee hereby agrees to continue to maintain an account (the “ General Reserve Account ”) for the benefit of the Noteholders. The General Reserve Account is an Eligible Bank Account initially established at the corporate trust department of the Indenture Trustee, bearing the following designation “BXG Timeshare Trust I, Timeshare Loan-Backed VFN Notes, Series I — General Reserve Account, U.S. Bank National Association, as Indenture Trustee for the benefit of the Noteholders”. The Indenture Trustee on behalf of the Noteholders shall possess all right, title and interest in all funds on deposit from time to time in the General Reserve Account and in all proceeds thereof. The General Reserve Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders as their interests appear in the Trust Estate. If, at any time, the General Reserve Account ceases to be an Eligible Bank Account, the Indenture Trustee shall within two Business Days establish a new General Reserve Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new General Reserve Account and from the date such new General Reserve Account is established, it shall be the “General Reserve Account”. Amounts on deposit in the General Reserve Account shall be invested in accordance with Section 3.1 hereof. Deposits to the General Reserve Account shall be made in accordance with Section 3.4 hereof. Withdrawals and payments from the General Reserve Account shall be made in the following manner:

(i) Withdrawals . Subject to Sections 3.2(b)(ii) and (iii) hereof, if on any Payment Date, Available Funds (without giving effect to any deposit from the General Reserve Account) would be insufficient to pay any portion of the Required Payments on such Payment Date, the Indenture Trustee shall, based on the Monthly Servicer Report, withdraw from the General Reserve Account an amount equal to the lesser of such insufficiency and the amount on deposit in the General Reserve Account and deposit such amount in the Collection Account.

(ii) Sequential Pay Event . Upon the occurrence of a Sequential Pay Event, the Indenture Trustee shall withdraw all amounts on deposit in the General Reserve Account and shall deposit such amounts to the Collection Account for distribution in accordance with Section 6.6 hereof.

(iii) Stated Maturity or Payment in Full . On the earlier to occur of the Stated Maturity and the Payment Date on which the Outstanding Note Balance of all Classes of Notes will be reduced to zero, the Indenture Trustee shall withdraw all amounts on deposit in the General Reserve Account and shall deposit such amounts to the Collection Account for distribution in accordance with Section 3.4 or Section 6.6, as applicable.

SECTION 3.3.

[ Reserved ].

SECTION 3.4.

Distributions .

(a) So long as no Sequential Pay Event has occurred, on each Payment Date, to the extent of Available Funds and based on the Monthly Servicer Report, the Indenture Trustee shall withdraw funds from the Collection Account to make the following disbursements and distributions to the following parties, in the following order of priority:

(i) to the Indenture Trustee, the Indenture Trustee Fee, plus any accrued and unpaid Indenture Trustee Fees with respect to prior Payment Dates, and any extraordinary out-of-pocket expenses of the Indenture Trustee (up to $10,000 per Payment Date and no more than a cumulative total of $100,000 for Servicer Termination Costs) incurred and not reimbursed in connection with its obligations and duties under this Indenture;

(ii) to the Owner Trustee, the Owner Trustee Fee, if due, plus any accrued and unpaid Owner Trustee Fees with respect to prior Payment Dates;

(iii) to the Administrator, the Administrator Fee, plus any accrued and unpaid Administrator Fees with respect to prior Payment Dates;

(iv) to the Custodian, the Custodian Fee, plus any accrued and unpaid Custodian Fees with respect to prior Payment Dates;

(v) to the Lockbox Bank, the Lockbox Fee, plus any accrued and unpaid Lockbox Fees with respect to prior Payment Dates;

(vi) to the Trust Owner, the Trust Owner Fee, if due, plus any accrued and unpaid Trust Owner Fees with respect to prior Payment Dates;

(vii) to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with respect to prior Payment Dates;

(viii) to the Backup Servicer, the Backup Servicing Fee, plus any accrued and unpaid Backup Servicing Fees with respect to prior Payment Dates (less any amounts received from the Indenture Trustee, as successor Servicer);

(ix) to the Agent and the Placement Agent, any Program Fees, plus any accrued and unpaid Program Fees with respect to prior Payment Dates;

(x) to the Class A Noteholders, the Class A Interest Distribution Amount;

(xi) to the Class B Noteholders, the Class B Interest Distribution Amount;

(xii) to the Class C Noteholders, the Class C Interest Distribution Amount;

(xiii) to the Class D Noteholders, the Class D Interest Distribution Amount;

(xiv) to the Class E Noteholders, the Class E Interest Distribution Amount;

(xv) to the Class A Noteholders, the Class A Principal Distribution Amount;

(xvi) to the Class B Noteholders, the Class B Principal Distribution Amount;

(xvii) to the Class C Noteholders, the Class C Principal Distribution Amount;

(xviii) to the Class D Noteholders, the Class D Principal Distribution Amount;

(xix) to the Class E Noteholders, the Class E Principal Distribution Amount;

(xx) to the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders, to the extent applicable, amounts specified by the Agent and the Servicer as payable to such Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the Note Funding Agreement;

(xxi) if a Cash Accumulation Event or an Event of Default shall have occurred and is continuing, to the General Reserve Account, all remaining Available Funds;

(xxii) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with clause (i) above;

(xxiii) any amounts due and payable by the Issuer under the Transaction Documents, but not paid above (including, but not limited to, amounts owed by the Issuer in respect of its indemnification obligations);

(xxiv) pro rata, to each of the Class A Noteholders, Class B Noteholders, Class C Noteholders, Class D Noteholders and Class E Noteholders, 50% of any remaining Available Funds as a distribution of principal on such Notes until the Borrowing Base Percentage is equal to 67.5%;

(xxv) to the Agent and the Placement Agent, any Fees not paid in clause (ix) above;

(xxvi) on the Stated Maturity, pro rata, to each of the Class A Noteholders, Class B Noteholders, Class C Noteholders, Class D Noteholders and Class E Noteholders, any remaining Available Funds until all amounts due to each Noteholder at Stated Maturity is paid in full; and

(xxvii) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement.

(b) On and after the Assumption Date, the Indenture Trustee, as successor Servicer, shall pay the Backup Servicing Fee from amounts received in respect of the Servicing Fee.

SECTION 3.5.

Reports to Noteholders .

On each Payment Date, the Indenture Trustee shall account to the Agent and each Noteholder the portion of payments then being made which represents principal and the amount which represents interest, and shall contemporaneously advise the Issuer of all such payments. The Indenture Trustee may satisfy its obligations under this Section 3.5 by making available electronically the Monthly Servicer Report to the Agent, the Noteholders and the Issuer; provided , however , the Indenture Trustee shall have no obligation to provide such information described in this Section 3.5 until it has received the requisite information from the Issuer or the Servicer. On or before the fifth day prior to the final Payment Date with respect to any Class, the Indenture Trustee shall send notice of such Payment Date to the Agent and the Noteholders of such Class. Such notice shall include a statement that if such Notes are paid in full on the final Payment Date, interest shall cease to accrue as of the day immediately preceding such final Payment Date. In addition, the Indenture Trustee shall deliver to the Noteholders, all notices, compliance reports and other certificates delivered by the Servicer or the Issuer pursuant to this Indenture. At a Noteholder’s request, the Indenture Trustee agrees to provide such Noteholder an accounting of balances in the General Reserve Account.

The Indenture Trustee may make available to the Noteholders and the Agent, via the Indenture Trustee’s internet website, the Monthly Servicer Report available each month and, with the consent or at the direction of the Issuer, such other information regarding the Notes and/or the Timeshare Loans as the Indenture Trustee may have in its possession, but only with the use of a password provided by the Indenture Trustee or its agent to such Person upon receipt by the Indenture Trustee from such Person of a certification in the form of Exhibit F ; provided , however , that the Indenture Trustee or its agent shall provide such password to the parties to this Indenture and the Agent without requiring such certification. The Indenture Trustee will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor.

The Indenture Trustee’s internet website shall be specified by the Indenture Trustee from time to time in writing to the Issuer, the Servicer and the Noteholders. For assistance with this service, Noteholders may call the customer service desk at (800) 934-6802. In connection with providing access to the Indenture Trustee’s internet website, the Indenture Trustee may require registration and the acceptance of a disclaimer. The Indenture Trustee shall not be liable for the dissemination of information in accordance with this Indenture.

SECTION 3.6.

[RESERVED].

SECTION 3.7.

Withholding Taxes .

ARTICLE IV.

THE TRUST ESTATE

SECTION 4.1.

Acceptance by Indenture Trustee .

(a) The Indenture Trustee does hereby re-acknowledge and re-confirm its acceptance of the conveyance by the Issuer of the assets constituting the Trust Estate. The Indenture Trustee shall hold the Trust Estate in trust for the benefit of the Noteholders, subject to the terms and provisions hereof. Prior to each Funding Date and in accordance with the Custodial Agreement, the Issuer will deliver or cause to be delivered to the Custodian, the Timeshare Loan Files for all related Timeshare Loans to be conveyed on such Funding Date. On or prior to each Funding Date, the Issuer will deliver or cause to be delivered to the Servicer, the Timeshare Loan Servicing Files, for all related Timeshare Loans or Qualified Substitute Timeshare Loans to be conveyed on such Funding Date.

(i) any relationship that the Indenture Trustee or any Affiliate of the Indenture Trustee may have with an Obligor;

(ii) the ownership of any Note by the Indenture Trustee or any Affiliate of the Indenture Trustee;

(iii) the Indenture Trustee’s right to receive compensation for its services hereunder or with respect to any particular transaction; or

(iv) the ownership, or holding in trust for others, by the Indenture Trustee of any other assets or property.

SECTION 4.2.

Acquisition of Timeshare Loans .

The Issuer covenants that it shall only acquire Timeshare Loans in accordance with the provisions of the Sale Agreement and, without limiting the generality of the Granting Clause, upon any such acquisition, such Timeshare Loans shall be deemed to be a part of the Trust Estate.

SECTION 4.3.

[RESERVED] .

SECTION 4.4.

Tax Treatment .

SECTION 4.5.

Further Action Evidencing Grant of Security Interest and Assignments .

(a) The Issuer and the Indenture Trustee each agrees that, from time to time, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or that the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes may reasonably request, in order to perfect, protect or more fully evidence the security interest in the Timeshare Loans or to enable the Indenture Trustee to exercise or enforce any of its rights hereunder. Without limiting the generality of the foregoing, the Issuer will, without the necessity of a request and upon the request of the Indenture Trustee, execute and file or record (or cause to be executed and filed or recorded) financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to create and maintain in the Indenture Trustee a first priority perfected security interest, at all times, in the Trust Estate, including, without limitation, recording and filing UCC-1 financing statements, amendments or continuation statements prior to the effective date of any change of the name, identity or

structure or relocation of its chief executive office or any change that would or could affect the perfection pursuant to any financing statement or continuation statement or assignment previously filed or make any UCC-1 or continuation statement previously filed pursuant to this Indenture seriously misleading within the meaning of applicable provisions of the UCC (and the Issuer shall give the Indenture Trustee at least 30 Business Days prior notice of the expected occurrence of any such circumstance). The Issuer shall deliver promptly to the Indenture Trustee file-stamped copies of any such filings.

SECTION 4.6.

Substitution and Repurchase of Timeshare Loans .

(a) Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty . If at any time, any party hereto obtains knowledge, discovers, or is notified by any other party hereto, that any of the representations and warranties of the Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Indenture, the Depositor and the Club Originator. In the event any such representation or warranty of the Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholders therein, then the Issuer and the Indenture Trustee shall require the Depositor, within 30 days (or, if the Depositor shall have provided satisfactory evidence to the Agent (at its sole discretion) that (1) such breach can not be cured within the 30 day period, (2) such breach can be cured within an additional 30 day period and (3) it is diligently pursuing a cure, then 60 days) after the date it is first notified of, or otherwise obtains Knowledge of such breach, to eliminate or otherwise cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “ Defective Timeshare Loan ”), either to (i) repurchase the Issuer’s interest in such Defective Timeshare Loan at the Repurchase Price or (ii) provide one or more Qualified Substitute Timeshare Loans and pay the Substitution Shortfall Amounts, if any. The Indenture Trustee is hereby appointed attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Issuer to enforce the Depositor’s repurchase or substitution obligations if the Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within the aforementioned 30 day or 60-day period.

(b) Optional Purchase or Substitution of Club Loans . Pursuant to the Purchase Agreement, with respect to any Original Club Loan, on any date, the Club Originator, as designee of the Depositor, will (at its option), if the related Obligor has elected to effect and

the Club Originator has agreed to effect an Upgrade, either (i) pay to the Collection Account the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided , however , that the option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (A) 20% of the sum of the Aggregate Initial Loan Balance, less (B) the Loan Balances of Original Club Loans previously substituted by the Club Originator pursuant to this Section 4.6(b) on the related substitution dates. The Club Originator, as designee of the Depositor, shall deposit the related Repurchase Price and Substitution Shortfall Amounts, if any, in the Collection Account as set forth in Section 4.6(d) below. The Issuer acknowledges that the Club Originator has agreed to use best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option, and to the extent that the Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Club Originator shall use best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan (in which case, clause (rr) of Schedule I to the Purchase Agreement and the Sale Agreement shall not apply as an eligibility requirement) and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.

(c) Optional Purchase or Substitution of Defaulted Timeshare Loans . Pursuant to the Purchase Agreement, with respect to any Defaulted Timeshare Loans, on any date, the Club Originator, as designee of the Depositor shall have the option, but not the obligation, to either (i) purchase the Defaulted Timeshare Loan at the Repurchase Price for such Defaulted Timeshare Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Defaulted Timeshare Loan and pay the related Substitution Shortfall Amounts, if any; provided , however , that the option to repurchase a Defaulted Timeshare Loan or to substitute one or more Qualified Substitute Timeshare Loans for a Defaulted Timeshare Loan is limited on any date to the Optional Purchase Limit and the Optional Substitution Limit, respectively. The Club Originator, as designee of the Depositor, shall purchase or substitute Defaulted Timeshare Loans as provided herein and the Club Originator shall deposit the related Repurchase Price and Substitution Shortfall Amounts, if any, in the Collection Account as set forth in Section 4.6(d) hereof. The Club Originator, may irrevocably waive the Club Originator’s option to purchase or substitute a Defaulted Timeshare Loan by delivering or causing to be delivered to the Indenture Trustee a Waiver Letter in the form of Exhibit G attached hereto.

(d) Payment of Repurchase Prices and Substitution Shortfall Amounts . The Issuer and the Indenture Trustee shall direct that the Depositor remit or cause to be remitted all amounts in respect of Repurchase Prices and Substitution Shortfall Amounts payable during the related Due Period in immediately available funds to the Indenture Trustee on the Funding Date for deposit in the Collection Account.

(e) Schedule of Timeshare Loans . The Issuer and Indenture Trustee shall direct the Depositor to provide or cause to be provided to the Indenture Trustee on any date on which a Timeshare Loan is purchased, repurchased or substituted with an electronic supplement to the Schedule of Timeshare Loans reflecting the removal and/or substitution of Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the provisions thereof.

(f) Officer’s Certificate . No substitution of a Timeshare Loan shall be effective unless the Issuer and the Indenture Trustee shall have received an Officer’s Certificate from the Club Originator indicating that (i) the new Timeshare Loan meets all the criteria of the definition of “Qualified Substitute Timeshare Loan”, (ii) the Timeshare Loan Files for such Qualified Substitute Timeshare Loan have been delivered to the Custodian or shall be delivered within five Business Days, and (iii) the Timeshare Loan Servicing Files for such Qualified Substitute Timeshare Loan have been delivered to the Servicer.

(g) Qualified Substitute Timeshare Loans . Within five Business Days after a Transfer Date, the Issuer and the Indenture Trustee shall direct the Depositor to deliver or cause the delivery of the Timeshare Loan Files of the related Qualified Substitute Timeshare Loans to the Custodian in accordance with the provisions of this Indenture and the Custodial Agreement.

SECTION 4.7.

Release of Lien .

(a) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, (i) upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof.

(b) The Issuer shall be entitled to obtain a release from the Lien of the Indenture for any Timeshare Loan which has been paid in full.

(c) In connection with (a) and (b) above, the Issuer and Indenture Trustee will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7. The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7, and such files shall be transferred to the Depositor or its designee.

SECTION 4.8.

Appointment of Custodian and Paying Agent .

(a) The Indenture Trustee may appoint a custodian to hold all or a portion of the Timeshare Loan Files as agent for the Indenture Trustee. Each custodian shall be a depository institution supervised and regulated by a federal or state banking authority, shall have combined capital and surplus of at least $100,000,000, shall be qualified to do business in the jurisdiction in which it holds any Timeshare Loan File and shall not be the Issuer or an Affiliate of the Issuer. The Indenture Trustee has appointed U.S. Bank National Association as the Custodian. The Indenture Trustee shall not be responsible for paying the Custodian Fee or any other amounts owed to the Custodian.

(b) The Issuer has appointed the Indenture Trustee as a Paying Agent. The Issuer may appoint other Paying Agents from time to time. Any such other Paying Agent shall be appointed by Issuer Order with written notice thereof to the Indenture Trustee. Any Paying

Agent appointed by the Issuer shall be a Person who would be eligible to be Indenture Trustee hereunder as provided in Section 7.7 hereof.

ARTICLE V.

SERVICING OF TIMESHARE LOANS

SECTION 5.1. Appointment of Servicer and Backup Servicer; Servicing Standard .

(a) Subject to the terms and conditions herein, the Issuer and the Indenture Trustee has appointed Bluegreen as the initial Servicer hereunder. The Servicer, as an independent contractor, shall service, administer and collect all payments made in respect of the Timeshare Loans and perform all of its duties hereunder in accordance with the Servicing Standard. Each of the Issuer and the Indenture Trustee grants to the Servicer a revocable power of attorney to take any and all steps on behalf of the Issuer or the Indenture Trustee, as applicable, necessary or desirable, to service and administer the Timeshare Loans.

(b) Subject to the terms and conditions herein and in the Backup Servicing Agreement, the Issuer has appointed Concord Servicing Corporation to act as the initial Backup Servicer hereunder. The Backup Servicer, as an independent contractor, shall service and administer the Timeshare Loans and perform all of its duties hereunder and under the Backup Servicing Agreement in accordance with the Servicing Standard.

SECTION 5.2.

Payments on the Timeshare Loans .

(b) On each Funding Date, the Servicer shall cause to be deposited to the Collection Account all amounts collected and received in respect of the related Timeshare Loans after the related Cut-Off Date (without deduction for any Liquidation Expenses).

(c) Subject to subsection (d) below, the Indenture Trustee shall direct the Lockbox Bank to remit all collections in respect of the Timeshare Loans on deposit in the Lockbox Account to the Collection Account on each Business Day via automated repetitive wire.

SECTION 5.3.

Duties and Responsibilities of the Servicer .

(i) perform standard accounting services and general record keeping services with respect to the Timeshare Loans;

(ii) respond to telephone or written inquiries of Obligors concerning the Timeshare Loans;

(iii) keep Obligors informed of the proper place and method for making payment with respect to the Timeshare Loans;

(iv) contact Obligors to effect collections and to discourage delinquencies in the payment of amounts owed under the Timeshare Loans and doing so by any lawful means;

(v) report tax information to Obligors and taxing authorities to the extent required by law;

(vi) take such other action as may be necessary or appropriate in the Servicer’s judgment (which shall be consistent with the Servicing Standard) for the purpose of collecting and transferring to the Indenture Trustee for deposit into the Collection Account all payments received by the Servicer or remitted to the Lockbox Account or the Credit Card Account in respect of the Timeshare Loans (except as otherwise expressly provided herein), and to carry out the duties and obligations imposed upon the Servicer pursuant to the terms of this Indenture;

(vii) arranging for Liquidations of Timeshare Properties related to Defaulted Timeshare Loans and the remarketing of such Timeshare Properties as provided in Section 5.3(a)(xiii) hereof;

(viii) use reasonable best efforts to enforce the purchase and substitution obligations of the Club Originator under the Purchase Agreement and the Depositor under the Sale Agreement with respect to breaches of representations and warranties related to the Timeshare Loans;

(ix) refrain from modifying, waiving or amending the terms of any Timeshare Loan; provided , however , the Servicer may modify, waive or amend a

Timeshare Loan for which a default on such Timeshare Loan has occurred or is imminent and such modification, amendment or waiver will not (i) materially alter the interest rate on or the principal balance of such Timeshare Loan, (ii) shorten the final maturity of, lengthen the timing of payments of either principal or interest, or any other terms of, such Timeshare Loan in any manner which would have a material adverse affect on the Noteholders, (iii) adversely affect the Timeshare Property underlying such Timeshare Loan or (iv) reduce materially the likelihood that payments of interest and principal on such Timeshare Loan shall be made when due; provided , further , the Servicer may grant a single extension of the final maturity of a Timeshare Loan if the Servicer, in its reasonable discretion, determines that (A) such Timeshare Loan is in default or a default on such Timeshare Loan is likely to occur in the foreseeable future and (B) the value of such Timeshare Loan will be enhanced by such extension; provided , further , the Servicer shall not be permitted to modify, waive or amend the terms of any Timeshare Loan if the sum of the Cut-Off Date Loan Balance of such Timeshare Loan and the Cut-Off Date Loan Balances of all other Timeshare Loans for which the Servicer has modified, waived or amended the terms thereof exceeds 1% of the Aggregate Initial Loan Balance;

(x) work with Obligors in connection with any transfer of ownership of a Timeshare Property by an Obligor to another Person (to the extent permitted), whereby the Servicer may, only if required by law, consent to the assumption by such Person of the Timeshare Loan related to such Timeshare Property (to the extent permitted); provided , however , in connection with any such assumption, the rate of interest borne by, the maturity date of, the principal amount of, the timing of payments of principal and interest in respect of, and all other material terms of, the related Timeshare Loan shall not be changed other than as permitted in (ix) above;

(xi) to the extent that the Custodian Fees or the Lockbox Fees are, in the Servicer’s reasonable business judgment, no longer commercially reasonable, use commercially reasonable efforts to exercise its rights under the Custodial Agreement or the Lockbox Agreement to replace the Custodian or Lockbox Bank, as applicable. Any such successor shall be reasonably acceptable to the Indenture Trustee;

(xii) delivery of such information and data to the Backup Servicer as is required under the Backup Servicing Agreement; and

(xiii) in the event that a Defaulted Timeshare Loan is not or cannot be released from the Lien of the Indenture pursuant to Section 4.7 hereof, the Servicer shall, in accordance with the Servicing Standard, promptly institute collection procedures, which may include, but is not limited to, cancellation, forfeiture, termination or foreclosure proceedings or obtaining a deed-in-lieu of foreclosure (each, a “ Foreclosure Property ”). Upon the Timeshare Property becoming a Foreclosure Property, the Servicer shall cause the Remarketing Agent to promptly attempt to remarket such Foreclosure Property in accordance with and pursuant to the Remarketing Agreement. The Remarketing Fees due under the Remarketing

Agreement shall constitute Liquidation Expenses and upon reimbursement to the Servicer shall be paid by the Servicer to the Remarketing Agent.

(b) The Servicer shall, at least once each week, for each applicable Credit Card Timeshare Loan, deposit to the Credit Card Account, the service charge imposed by the applicable credit card vendor for processing the payment due from the Obligor (such amount, the “ Servicer Credit Card Processing Cost ”) and shall immediately cause all amounts on deposit therein to be transferred to the Lockbox Account. The Agent may, at any time direct the Indenture Trustee to cause the Lockbox Bank to restrict the Servicer’s access and rights to the Credit Card Account, and shall instruct the Indenture Trustee to instruct the Lockbox Bank to sweep all amounts on deposit in the Credit Card Account to be transferred to the Lockbox Account on a daily basis. The Servicer hereby agrees that if such direction is given by the Agent, the Servicer shall not provide any contrary instruction to the Lockbox Bank with respect to the Credit Card Account.

(c) For so long as Bluegreen or any of its Affiliates controls the Resorts, the Servicer shall use commercially reasonable best efforts to cause the Club Managing Entity to maintain or cause to maintain the Resorts in good repair, working order and condition (ordinary wear and tear excepted).

(d) For so long as Bluegreen or any of its Affiliates controls the Resorts, the manager, related management contract and master marketing and sale contract (if applicable) for each Resort at all times shall be reasonably satisfactory to the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes. For so long as Bluegreen or any of its Affiliates controls the Association for a Resort, and Bluegreen or an Affiliate thereof is the manager, (i) if an amendment or modification to the related management contract and master marketing and sale contract materially and adversely affects the Noteholders, then it may only be amended or modified with the prior written consent of the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes, which consent shall not be unreasonably withheld or delayed and (ii) if an amendment or modification to the related management contract and master marketing and sale contract does not materially and adversely affect the Noteholders, Bluegreen shall send a copy of such amendment or modification to the Agent with the Monthly Report to be delivered subsequent to the effective date of such amendment or modification.

(e) In the event any Lien (other than a Permitted Lien) attaches to any Timeshare Loan or related collateral from any Person claiming from and through Bluegreen or one of its Affiliates which materially adversely affects the Issuer’s interest in such Timeshare Loan, Bluegreen shall, within the earlier to occur of ten Business Days after such attachment or the respective lienholders’ action to foreclose on such lien, either (i) cause such Lien to be released of record, (ii) provide the Indenture Trustee with a bond in accordance with the applicable laws of the state in which the Timeshare Property is located, issued by a corporate surety acceptable to the Indenture Trustee, in an amount and in form reasonably acceptable to the Indenture Trustee or (iii) provide the Indenture Trustee with such other security as the Indenture Trustee may reasonably require.

(f) The Servicer shall: (i) promptly notify the Indenture Trustee of (A) any claim, action or proceeding which may be reasonably expected to have a material adverse effect

on the Trust Estate, or any material part thereof, and (B) any action, suit, proceeding, order or injunction of which Servicer becomes aware after the date hereof pending or threatened against or affecting Servicer or any Affiliate which may be reasonably expected to have a material adverse effect on the Trust Estate or the Servicer’s ability to service the same; (ii) at the request of Indenture Trustee with respect to a claim or action or proceeding which arises from or through the Servicer or one of its Affiliates, appear in and defend, at Servicer’s expense, any such claim, action or proceeding which would have a material adverse effect on the Timeshare Loans or the Servicer’s ability to service the same; and (iii) comply in all respects, and shall cause all Affiliates to comply in all respects, with the terms of any orders imposed on such Person by any governmental authority the failure to comply with which would have a material adverse effect on the Timeshare Loans or the Servicer’s ability to service the same.

(g) Except as contemplated by the Transaction Documents, the Servicer shall not, and shall not permit the Club Managing Entity to, encumber, pledge or otherwise grant a Lien or security interest in and to the Reservation System (including, without limitation, all hardware, software and data in respect thereof) and furthermore agrees, and shall cause the Club Managing Entity, to use commercially reasonable efforts to keep the Reservation System operational, not to dispose of the same and to allow the Club the use of, and access to, the Reservation System in accordance with the terms of the Club Management Agreement. Notwithstanding the foregoing, should the Club Managing Entity determine that it is desirable to replace the existing hardware and software related to the Reservation System, it will be allowed to enter into a lease or finance arrangement in connection with the lease or purchase of such hardware and software.

(h) The Servicer shall comply in all material respects with the Collection Policy and the Credit Policy attached hereto as Exhibit J and Exhibit K, respectively, in regard to each Timeshare Loan. The Servicer shall (i) notify the Agent ten days prior to any material amendment or change to the Collection Policy or the Credit Policy and (ii) obtain the Agent’s prior written consent (which consent will not be unreasonably withheld or delayed) if such amendment or change has a material and adverse affect on the Noteholders; provided, that the Servicer may immediately implement any changes (and provide notice to the Agent subsequent thereto) as may be required under applicable law from time to time upon the reasonable determination of the Servicer; and provided, further, that the Servicer shall deliver a copy of any non-material amendments or changes to the Collection Policy or the Credit Policy to the Agent with the Monthly Report to be delivered subsequent to the effective date of such amendments or changes.

(i) The Servicer shall comply in all material respects with the terms of the Timeshare Loans.

(j) In connection with the Servicer’s duties under (vii) and (xiii) of subsection (a) above, the Servicer will undertake such duties in the ordinary course in a manner similar and consistent with (or better than) the manner in which the Servicer performs any such duties with respect to Timeshare Loans owned by it or its Affiliates.

SECTION 5.4.

Servicer Events of Default .

(a) If any Servicer Event of Default shall have occurred and not been waived hereunder, the Indenture Trustee may, and upon notice from Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes shall, terminate, on behalf of the Noteholders, by notice in writing to the Servicer, all of the rights and obligations of the Servicer, as Servicer under this Indenture. The Indenture Trustee shall immediately give written notice of such termination to the Backup Servicer. Unless consented to by the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes, the Issuer may not waive any Servicer Event of Default.

(b) Replacement of Servicer . From and after the receipt by the Servicer of such written termination notice or the resignation of the Servicer pursuant to Section 5.10 hereof, all authority and power of the Servicer under this Indenture, whether with respect to the Timeshare Loans or otherwise, shall, pass to and be vested in the Indenture Trustee, and the Indenture Trustee shall be the successor Servicer hereunder and the duties and obligations of the Servicer shall terminate. The Servicer shall perform such actions as are reasonably necessary to assist the Indenture Trustee and the Backup Servicer in such transfer. If the Servicer fails to undertake such action as is reasonably necessary to effectuate such a transfer, the Indenture Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary to effect the purposes of such notice of termination. The Servicer agrees that if it is terminated pursuant to this Section 5.4, it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Indenture Trustee) provide the Indenture Trustee, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and records (including, without limitation, those in electronic form) reasonably requested by it to enable the Indenture Trustee to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Indenture Trustee in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Indenture Trustee or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans ( provided , however , that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Indenture on or prior to the date of such termination). The Indenture Trustee shall be entitled to renegotiate the Servicing Fee; provided , however , no change to the Servicing Fee may be made unless the Indenture Trustee shall have received the written consent of Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes. Notwithstanding anything herein to the contrary, in no event shall the Indenture Trustee or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Indenture.

The Indenture Trustee shall be entitled to be reimbursed by the Servicer, (or by the Trust Estate to the extent set forth in Section 3.4(a)(i) or Section 6.6(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs.

The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction that were incurred by the prior Servicer and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer.

Notwithstanding anything contained in this Indenture to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Timeshare Loans (collectively, the “ Predecessor Servicer Work Product ”), without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer. If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “ Errors ”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “ Continued Errors ”), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided , however , that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors. In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Indenture Trustee, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby.

The Indenture Trustee may appoint an Affiliate as the successor Servicer and the provisions of this Section 5.4(b) related to the Indenture Trustee shall apply to such Affiliate.

(d) Any successor Servicer appointed pursuant to this Indenture (i) as a condition to any such appointment (other than the Indenture Trustee), shall be a nationally recognized and licensed servicer of timeshare loan receivables that (a) is actively servicing a portfolio of loans with an aggregate principal balance of not less than $200,000,000, (b) has servicing and collection capabilities for all categories of delinquent and defaulted loans (including through foreclosure) and (c) is not an Affiliate of any Noteholder, and (ii) shall be subject to all of the terms and conditions of the Servicer under this Indenture (other than such terms and conditions as are unique to the initial Servicer), including, without limitation, the requirement to adhere to the Servicing Standard in the performance of the services to be furnished by it under this Indenture.

SECTION 5.5.

Accountings; Statements and Reports .

(a) Monthly Servicer Report . Not later than four Business Days prior to the Payment Date, the Servicer shall deliver to the Issuer, the Indenture Trustee and the Agent, a report (the “ Monthly Servicer Report ”) substantially in the form of Exhibit D hereto, detailing certain activity relating to the Timeshare Loans. The Monthly Servicer Report shall be completed with the information specified therein for the related Due Period and shall contain such other information as may be reasonably requested by the Issuer, the Indenture Trustee or the Agent in writing at least five Business Days prior to such Determination Date. Each such Monthly Servicer Report shall be accompanied by an Officer’s Certificate of the Servicer in the form of Exhibit E hereto, certifying the accuracy of the computations reflected in such Monthly Servicer Report. The Servicer agrees to consult and cooperate with the Agent in the preparation of the Monthly Servicer Report.

(b) Certification as to Compliance . The Servicer shall deliver to the Issuer, the Indenture Trustee and the Agent, an Officer’s Certificate on or before April 30 of each year commencing in 2011: (x) to the effect that a review of the activities of the Servicer during the preceding calendar year, and of its performance under this Indenture during such period has been made under the supervision of the officers executing such Officer’s Certificate with a view to determining whether during such period, to the best of such officer’s knowledge, the Servicer had performed and observed all of its obligations under this Indenture, and (y) either (A) stating that based on such review, no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof.

(c) Annual Accountants’ Reports . On or before each April 30 of each year commencing in 2011, the Servicer shall (i) cause a firm of independent public accountants to furnish a certificate or statement (and the Servicer shall provide a copy of such certificate or statement to the Issuer, the Indenture Trustee and the Agent) to the effect that (1) such firm has examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and that such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in the circumstances, (4) their examinations and comparisons described under clauses (1) and (2) above disclosed no exceptions which, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material, and (5) on the basis of such examinations and comparisons, such firm is of the opinion that the Servicer has, during the relevant period, serviced the Timeshare Loans in compliance with this Indenture and the other Transaction Documents in all material respects and that such documents and records have been maintained in accordance with this Indenture and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report. The report will also indicate that such firm is independent of the Servicer within the meaning of the Code of

Professional Ethics of the American Institute of Certified Public Accountants. The Agent shall agree (prior to the delivery of any report) to the procedures to be performed by independent public accountants in any of the reports required to be prepared pursuant to this Section 5.5(c).

(e) Quarterly Financial Reports . Within 45 days after the end of each of Servicer’s (provided the Servicer is Bluegreen or an Affiliate thereof) first three fiscal calendar periods each year (or, if later, that date by which Bluegreen is required to file financial statements with the Securities and Exchange Commission), the Servicer shall deliver to the Agent, unaudited financial statements of Servicer (provided the Servicer is Bluegreen or an Affiliate thereof) certified by its chief financial officer as well as, to the extent requested by the Agent and available to Servicer (provided the Servicer is Bluegreen or an Affiliate thereof), unaudited bi-annual financial statements of the Association managed by the Club Managing Entity; provided, however, the Servicer shall be deemed to be in compliance with this Section 5.5(e) to the extent the documents required to be filed pursuant to this Section 5.5(e) are filed publicly within the time periods required by this Section 5.5(e).

(f) Audit Reports . To the extent Bluegreen or its Affiliate is the Servicer, the Servicer shall deliver to the Indenture Trustee and the Agent promptly upon receipt thereof, one copy of each other report submitted to the Servicer by its independent public accountants in connection with any annual, interim or special audit made by them of the books of the Servicer.

(g) Other Reports . To the extent Bluegreen Corporation or its Affiliate is the Servicer, the Servicer shall deliver to the Indenture Trustee and the Agent, such other reports, statements, notices or written communications relating to the Servicer, the Associations or the Resorts as are available to Servicer and as the Agent may reasonably require.

SECTION 5.6.

Records .

The Servicer shall maintain all data for which it is responsible (including, without limitation, computerized tapes or disks) relating directly to or maintained in connection with the servicing of the Timeshare Loans (which data and records shall be clearly marked to reflect that the Timeshare Loans have been Granted to the Indenture Trustee on behalf of the Noteholders and constitute property of the Trust Estate) at the address specified in Section 13.3 hereof or, upon 15 days’ notice to the Issuer and the Indenture Trustee, at such other place where any

Servicing Officer of the Servicer is located (or upon 24 hours’ written notice if an Event of Default or Servicer Event of Default shall have occurred).

SECTION 5.7.

Fidelity Bond and Errors and Omissions Insurance .

The Servicer shall maintain or cause to be maintained fidelity bond and errors and omissions insurance with respect to the Servicer in such form and in amounts as is customary for institutions acting as custodian of funds in respect of timeshare loans or receivables on behalf of institutional investors; provided that such insurance shall be in a minimum amount of $1,000,000 per policy and shall name the Indenture Trustee as an additional insured or certificateholder. No provision of this Section 5.7 requiring such fidelity bond or errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this Indenture. The Servicer shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond or errors and omissions insurance coverage and, by the terms of such fidelity bond or errors and omissions insurance policy, the coverage afforded thereunder extends to the Servicer. Upon a request of the Indenture Trustee, the Servicer shall deliver to the Indenture Trustee, a certification evidencing coverage under such fidelity bond and the errors and omissions insurance. Any such fidelity bond or errors and omissions insurance policy shall not be canceled or modified in a materially adverse manner without 30 days’ prior written notice to the Indenture Trustee; provided , that the Servicer agrees to use commercially reasonable efforts to require the applicable insurer to provide 10 days’ prior written notice of any cancellation or materially adverse modification initiated by such insurer.

SECTION 5.8.

Merger or Consolidation of the Servicer .

(a) The Servicer shall promptly provide written notice to the Indenture Trustee and the Agent of any merger or consolidation of the Servicer. The Servicer shall keep in full effect its existence, rights and franchise as a corporation under the laws of the state of its incorporation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture or any of the Timeshare Loans and to perform its duties under this Indenture.

(b) Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer, shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided , however , that the successor or surviving Person (i) is a company whose business includes the servicing of assets similar to the Timeshare Loans and shall be authorized to lawfully transact business in the state or states in which the related Timeshare Properties it is to service are situated; (ii) is a U.S. Person, and (iii) delivers to the Indenture Trustee (A) an agreement, in form and substance reasonably satisfactory to the Indenture Trustee, which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture and the other Transaction Documents to which the Servicer is a party and (B) an opinion of counsel as to the enforceability of such agreement.

SECTION 5.9.

Sub-Servicing .

(a) The Servicer may enter into one or more sub-servicing agreements with a sub-servicer upon the consent of the Agent that the execution of such sub-servicing agreement and the retention of such sub-servicer would not result in a qualification, downgrade or withdrawal of any rating assigned to a Class of Notes. References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a sub-servicer on behalf of the Servicer. Any sub-servicing agreement will be upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Indenture. The Servicer shall be solely responsible for any sub-servicing fees due and payable to such sub-servicer.

SECTION 5.10.

Servicer Resignation .

The Servicer shall not resign from the duties and obligations hereby imposed on it under this Indenture unless and until (i) a successor servicer, acceptable to the Issuer, the Indenture Trustee and the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes, enters into an agreement in form and substance satisfactory to the Indenture Trustee and the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes, which contains an assumption by such successor servicer of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Indenture from and after the date of assumption, and (ii) the Issuer, the Indenture Trustee and Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes consent to the assumption of the duties, obligations and liabilities of this Indenture by such successor Servicer. Upon such resignation, the Servicer shall comply with Section 5.4(b) hereunder.

SECTION 5.11.

Fees and Expenses .

As compensation for the performance of its obligations under this Indenture, the Servicer shall be entitled to receive on each Payment Date, from amounts on deposit in the Collection Account and in the priorities described in Sections 3.2(a), 3.4 and 6.6 hereof, the Servicing Fee and any Additional Servicing Compensation. Other than Liquidation Expenses,

the Servicer shall pay all expenses incurred by it in connection with its servicing activities hereunder.

SECTION 5.12.

Access to Certain Documentation .

Upon ten Business Days’ prior written notice (or, one Business Day’s prior written notice after the occurrence and during the continuance of an Event of Default or a Servicer Event of Default), the Servicer will, from time to time during regular business hours, as requested by the Issuer, the Indenture Trustee or any Noteholder and, prior to the occurrence of a Servicer Event of Default, at the expense of the Issuer or such Noteholder and upon the occurrence and continuance of a Servicer Event of Default, at the expense of the Servicer, permit the Issuer, the Indenture Trustee or any Noteholder or its agents or representatives (i) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of the Servicer relating to the servicing of the Timeshare Loans serviced by it and (ii) to visit the offices and properties of the Servicer for the purpose of examining such materials described in clause (i) above, and to discuss matters relating to the Timeshare Loans with any of the officers, employees or accountants of the Servicer having knowledge of such matters. Nothing in this Section 5.12 shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section 5.12.

SECTION 5.13.

No Offset .

Prior to the termination of this Indenture, the obligations of the Servicer under this Indenture shall not be subject to any defense, counterclaim or right of offset which the Servicer has or may have against the Issuer, the Indenture Trustee or any Noteholder, whether in respect of this Indenture, any Timeshare Loan or otherwise.

SECTION 5.14.

Account Statements .

SECTION 5.15.

Indemnification; Third Party Claim .

servicing of the Timeshare Loans by the Servicer, the Servicer shall assume, with the consent of the Indenture Trustee, the defense of any such claim and pay all expenses in connection therewith, including reasonable counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it. This Section 5.15 shall survive the termination of this Indenture or the resignation or removal of the Servicer hereunder.

SECTION 5.16.

Backup Servicer .

(a) Backup Servicing Agreement . The Issuer, the Indenture Trustee, the Servicer, the Depositor and the Backup Servicer have executed the Backup Servicing Agreement. The Backup Servicer shall be responsible for each of the duties and obligations imposed upon it by the provisions of the Backup Servicing Agreement and shall have no duties or obligations under any Transaction Document to which it is not a party.

(b) Termination of Servicer; Cooperation . In the event that the Servicer is terminated or resigns in accordance with the terms of this Indenture, the Backup Servicer agrees to continue to perform it duties and obligations hereunder and in the Backup Servicing Agreement without interruption. The Backup Servicer agrees to cooperate in good faith with any successor Servicer to effect a transition of the servicing obligations by the Servicer to any successor Servicer. The Indenture Trustee agrees to provide such information regarding the Trust Accounts as the Backup Servicer shall require to produce the Monthly Servicer Report on and after the Assumption Date.

(c) Backup Servicer Duties After Assumption Date . In the event that the Servicer is terminated or resigns in accordance with this Indenture, the Backup Servicer agrees that it shall undertake those servicing duties and obligations as set forth in and subject to Section 2 and Schedule V of the Backup Servicing Agreement. Notwithstanding Section 5.9 hereof, so long as Concord Servicing Corporation is the Backup Servicer, the Indenture Trustee, as successor Servicer, will not be obligated or liable for the servicing and administration activities to the extent that the Backup Servicer is responsible for such activities under the Backup Servicing Agreement.

(d) Backup Servicing Fee . Prior to the Assumption Date, the Backup Servicer should receive its Backup Servicing Fee in accordance with Sections 3.4 or 6.6 hereof, as applicable. On and after the Assumption Date, the Indenture Trustee, as successor Servicer, will be obligated to distribute the Backup Servicing Fee to the Backup Servicer from amounts received by the Indenture Trustee in respect of the Servicing Fee.

(e) Termination of Backup Servicer . Notwithstanding anything to the contrary herein, the Indenture Trustee shall have the right to remove the Backup Servicer with or without cause at any time and replace the Backup Servicer pursuant to the provisions of the Backup Servicing Agreement. In the event that the Indenture Trustee shall exercise its rights to remove and replace Concord Servicing Corporation as Backup Servicer or Concord Servicing Corporation shall have terminated the Backup Servicing Agreement in accordance with the terms thereof, Concord Servicing Corporation shall have no further obligation to perform the duties of the Backup Servicer under this Indenture. In the event of a termination of the Backup Servicing Agreement, the Indenture Trustee shall appoint a successor Backup Servicer reasonably

acceptable to the Indenture Trustee and with the approval of the Agent at the written direction of the Required Purchasers. Upon the termination or resignation of the Backup Servicer, the Indenture Trustee shall be deemed to represent, warrant and covenant that it will service or engage a subservicer to perform each of the servicing duties and responsibilities described in this Indenture.

SECTION 5.17. Aruba Notices . Within 30 days of the related Funding Date, the Servicer shall confirm that notices have been mailed out to each Obligor under a Timeshare Loan with respect to any Resort in the country of Aruba that such Timeshare Loan has been transferred and assigned to the Issuer and that the Issuer has in turn, pledged such Timeshare Loan to the Indenture Trustee, in trust, for the benefit of the Noteholders. Such notice may include any notice or notices that the Aruba Originator’s predecessors in title to the Timeshare Loan may give to the same Obligor with respect to any transfers and assignments of the Timeshare Loan by such predecessors. Such notice shall be in the form attached hereto as Exhibit H , as the same may be amended, revised or substituted by the Indenture Trustee and the Servicer from time to time.

SECTION 5.18. Recordation . The Servicer agrees to cause all evidences of recordation of the original Mortgage to be delivered to the Custodian to be held as part of the Timeshare Loan Files. Upon the direction of the Noteholders, the Indenture Trustee shall cause either the Custodian or a third party appointed by the Indenture Trustee to complete the assignments of mortgage and (at the Servicer’s expense) record such assignments of mortgage in all appropriate jurisdictions.

ARTICLE VI.

EVENTS OF DEFAULT; REMEDIES

SECTION 6.1.

[RESERVED].

SECTION 6.2.

Acceleration of Maturity; Rescission and Annulment .

(a) Upon the occurrence and continuance of an Event of Default, if (i) such Event of Default of the kind specified in subparagraph (d) or (e) of the definition of Event of Default occurs or (ii) an Event of Default of the kind specified in subparagraph (a) of the definition of Event of Default occurs and either (x) the Agent has, in its good faith judgment, determined that the value of the assets comprising the Trust Estate is less than the Aggregate Outstanding Note Balance or (y) such Event of Default continues for two consecutive Payment Dates, then each Class of Notes shall automatically become due and payable at its Outstanding Note Balance together with all accrued and unpaid interest thereon.

(b) Upon the occurrence and continuance of an Event of Default, if such Event of Default is of the kind specified in subparagraph (a) of the definition of Event of Default (other than as described in Section 6.2(a) hereof), the Indenture Trustee shall, upon notice from Noteholders representing a majority of the Outstanding Note Balance of the most senior Class of Notes then Outstanding (and, if payment of interest and principal on the most senior Class of Notes then Outstanding is current, the consent of the Noteholders representing a majority of the

Outstanding Note Balance of the most senior Class of Notes which has failed to receive one or more payments of interest or principal), declare each Class of Notes to be immediately due and payable at its Outstanding Note Balance plus all accrued and unpaid interest thereon.

(c) Upon the occurrence and continuance of an Event of Default, if such Event of Default (other than an Event of Default of the kind described in Sections 6.2(a) or (b) hereof) shall occur and is continuing, the Indenture Trustee shall, upon notice from Noteholders representing a majority of the Outstanding Note Balance of the most senior Class of Notes then Outstanding, declare each Class of Notes to be immediately due and payable at its Outstanding Note Balance plus all accrued and unpaid interest thereon.

(d) Upon any such declaration or automatic acceleration, the Outstanding Note Balance of each Class of Notes together with all accrued and unpaid interest thereon shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Issuer. The Indenture Trustee shall promptly send a notice of any declaration or automatic acceleration to the Agent.

(e) At any time after such a declaration of acceleration has been made but before a judgment or decree for payment of the money due has been obtained by the Indenture Trustee as hereinafter in this Article VI provided, the Noteholders representing a majority of the Outstanding Note Balance of the most senior Class Outstanding (and, if the consent of another Class shall have been required for such declaration, Noteholders representing a majority of the Outstanding Note Balance of such Class) by written notice to the Issuer and the Indenture Trustee, may rescind and annul such declaration and its consequences if:

(i) the Issuer has paid or deposited with the Indenture Trustee a sum sufficient to pay:

(1)

all principal due on any Class of Notes which has become due otherwise than by such declaration of acceleration and interest thereon from the date when the same first became due until the date of payment or deposit,

(2)

all interest due with respect to any Class of Notes and, to the extent that payment of such interest is lawful, interest upon overdue interest from the date when the same first became due until the date of payment or deposit at a rate per annum equal to the Note Rate, and

(3)

all sums paid or advanced by the Indenture Trustee hereunder and the reasonable compensation, expenses, disbursements, and advances of each of the Indenture Trustee and the Servicer, its agents and counsel;

and

(ii) all Events of Default with respect to the Notes, other than the non-payment of the Outstanding Note Balance of each Class of Notes which became

due solely by such declaration of acceleration, have been cured or waived as provided in Section 6.13 hereof.

(f) An automatic acceleration under Section 6.2(a) hereof may only be rescinded and annulled by Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes then Outstanding.

(g) Notwithstanding Section 6.2(d) and (e) hereof, (i) if the Indenture Trustee shall have commenced making payments as described in Section 6.6 hereof, no acceleration may be rescinded or annulled and (ii) no rescission shall affect any subsequent Events of Default or impair any rights consequent thereon.

SECTION 6.3.

Remedies .

(a) If an Event of Default with respect to the Notes occurs and is continuing of which a Responsible Officer of the Indenture Trustee has Knowledge, the Indenture Trustee shall immediately give notice to each Noteholder as set forth in Section 7.2 hereof and shall solicit such Noteholders for advice. The Indenture Trustee shall then take such action as so directed by the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes then Outstanding subject to the provisions of this Indenture.

(c) If an Event of Default specified in subparagraph (a) of the definition of Event of Default occurs and is continuing, the Indenture Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Issuer for the Aggregate Outstanding Note Balance and interest remaining unpaid with respect to the Notes.

(d) Subject to the provisions set forth herein, if an Event of Default occurs and is continuing, the Indenture Trustee may, in its discretion, and at the instruction of the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes shall, proceed to protect and enforce its rights and the rights of the Noteholders by such appropriate judicial or other proceedings as the Indenture Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy. The Indenture Trustee shall notify the Issuer, the Agent, the Servicer and the Noteholders of any such action.

commercially reasonable manner and on commercially reasonable terms, which shall include the solicitation of competitive bids from third parties including any Noteholder, such bids to be approved by the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes. The Indenture Trustee may obtain a prior determination from any conservator, receiver or liquidator of the Issuer that the terms and manner of any proposed sale, disposition or liquidation are commercially reasonable.

SECTION 6.4.

Indenture Trustee May File Proofs of Claim .

(i) to file and prove a claim for the whole amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and any predecessor Indenture Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel) and of the Noteholders allowed in such judicial proceeding;

(ii) to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and

(iii) to participate as a member, voting or otherwise, of any official committee of creditors appointed in such matter;

and any custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Noteholder to make such payments to the Indenture Trustee and to pay to the Indenture Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel, and any other amounts due the Indenture Trustee and any predecessor Indenture Trustee under Section 7.6 hereof.

SECTION 6.5.

Indenture Trustee May Enforce Claims Without Possession of Notes .

All rights of action and claims under this Indenture, the Notes, the Timeshare Loans or the other assets constituting the Trust Estate may be prosecuted and enforced by the Indenture Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Indenture Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provisions for the payment of reasonable compensation, expenses, disbursements and advances of the Indenture Trustee and any predecessor Indenture Trustee, their agents and counsel, be for the benefit of the Noteholders in respect of which such judgment has been recovered, and distributed pursuant to the priorities contemplated by Section 3.4 and Section 6.6 hereof, as applicable.

SECTION 6.6.

Application of Money Collected .

(a) If a Payment Default Event shall have occurred and the Indenture Trustee has not yet effected the remedies under Section 6.3(d) and Section 6.16 hereof, any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including, without limitation, the amounts on deposit in the General Reserve Account, shall be applied in the following order on each Payment Date:

(i) to the Indenture Trustee, any unpaid Indenture Trustee Fees and any extraordinary out-of-pocket expenses of the Indenture Trustee related to a servicing transfer (up to $10,000 per Payment Date, and no more than a cumulative total of $100,000) incurred and not reimbursed as of such date;

(ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees;

(iii) to the Administrator, any accrued and unpaid Administrator Fees;

(iv) to the Custodian, any accrued and unpaid Custodian Fees;

(v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees;

(vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees;

(vii) to the Servicer, any accrued and unpaid Servicing Fees;

(viii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees;

(ix) to the Agent and the Placement Agent, any accrued and unpaid Fees;

(x) to the Class A Noteholders, the Class A Interest Distribution Amount;

(xi) to the Class B Noteholders, the Class B Interest Distribution Amount;

(xii) to the Class C Noteholders, the Class C Interest Distribution Amount;

(xiii) to the Class D Noteholders, the Class D Interest Distribution Amount;

(xiv) to the Class E Noteholders, the Class E Interest Distribution Amount;

(xv) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero;

(xvi) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero;

(xvii) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero;

(xviii) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero;

(xix) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero;

(xx) to the Indenture Trustee, any extraordinary out-of-pocket expenses of the Indenture Trustee not paid in accordance with clause (i) above;

(xxi) to the Class A Noteholders, the Class B Noteholders, the Class C Noteholders, the Class D Noteholders and the Class E Noteholders, to the extent applicable, amounts specified by the Agent and the Servicer as payable to such Noteholders pursuant to Sections 6.1, 6.2 and 6.3 of the Note Funding Agreement;

(xxii) any amounts due and payable by the Issuer under the Transaction Documents, but not paid above (including, but not limited to, amounts owed by the Issuer in respect of its indemnification obligations); and

(xxiii) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement.

(b) If (i) (A) a Payment Default Event shall have occurred or (B) each Class of Notes shall otherwise have been declared due and payable following an Event of Default and (ii) the Indenture Trustee shall have effected a sale of the Trust Estate under Section 6.3(d) and Section 6.16 hereof ((i) and (ii), a “ Trust Estate Liquidation Event ”), any money collected by the Indenture Trustee in respect of the Trust Estate and any other money that may be held thereafter by the Indenture Trustee as security for the Notes, including without limitation the amounts on deposit in the General Reserve Account, shall be applied in the following order on each Payment Date:

(i) to the Indenture Trustee, any accrued and unpaid Indenture Trustee Fees and certain expenses incurred and charged and unpaid as of such date;

(ii) to the Owner Trustee, any accrued and unpaid Owner Trustee Fees;

(iii) to the Administrator, any accrued and unpaid Administrator Fees;

(iv) to the Custodian, any accrued and unpaid Custodian Fees;

(v) to the Lockbox Bank, any accrued and unpaid Lockbox Fees;

(vi) to the Trust Owner, any accrued and unpaid Trust Owner Fees;

(vii) to the Servicer, any accrued and unpaid Servicing Fees;

(viii) to the Backup Servicer, any accrued and unpaid Backup Servicing Fees;

(ix) to the Agent, any accrued and unpaid Fees;

(x) to the Class A Noteholders, the Class A Interest Distribution Amount;

(xi) to the Class A Noteholders, all remaining amounts until the Outstanding Note Balance of the Class A Notes is reduced to zero;

(xii) to the Class B Noteholders, the Class B Interest Distribution Amount;

(xiii) to the Class B Noteholders, all remaining amounts until the Outstanding Note Balance of the Class B Notes is reduced to zero;

(xiv) to the Class C Noteholders, the Class C Interest Distribution Amount;

(xv) to the Class C Noteholders, all remaining amounts until the Outstanding Note Balance of the Class C Notes is reduced to zero;

(xvi) to the Class D Noteholders, the Class D Interest Distribution Amount;

(xvii) to the Class D Noteholders, all remaining amounts until the Outstanding Note Balance of the Class D Notes is reduced to zero;

(xviii) to the Class E Noteholders, the Class E Interest Distribution Amount;

(xix) to the Class E Noteholders, all remaining amounts until the Outstanding Note Balance of the Class E Notes is reduced to zero;

(xxi) any amounts due and payable by the Issuer under the Transaction Documents, but not paid above (including, but not limited to, amounts owed by the Issuer in respect of its indemnification obligations); and

(xxii) any remaining Available Funds to the Certificate Distribution Account for distribution pursuant to the Trust Agreement.

SECTION 6.7.

Limitation on Suits .

No Noteholder shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture or for any other remedy hereunder, unless:

(a) there is a continuing Event of Default and such Noteholder has previously given written notice to the Indenture Trustee of a continuing Event of Default;

(c) the Indenture Trustee, for 30 days after its receipt of such notice, request and offer of indemnity, has failed to institute any such proceeding; and

(d) no direction inconsistent with such written request has been given to the Indenture Trustee during such 30-day period by the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes Outstanding;

SECTION 6.8.

Unconditional Right of Noteholders to Receive Principal and Interest .

Notwithstanding any other provision in this Indenture, other than the provisions hereof limiting the right to recover amounts due on the Notes to recoveries from the property comprising the Trust Estate, the Noteholder of any Note shall have the absolute and unconditional right to receive payment of the principal of, and interest on, such Note as such payments of principal and interest become due, including on the Stated Maturity, and such right shall not be impaired without the consent of such Noteholder.

SECTION 6.9.

Restoration of Rights and Remedies .

SECTION 6.10.

Rights and Remedies Cumulative .

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Notes in the last paragraph of Section 2.5 hereof, no right or remedy herein conferred upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 6.11.

Delay or Omission Not Waiver .

No delay or omission of the Indenture Trustee or of any Noteholder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article VI or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

SECTION 6.12.

Control by Agent .

Until such time as the conditions specified in Sections 11.1(a)(i) and (ii) hereof have been satisfied in full, the Agent shall have the right to either direct the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or directly exercise any trust or power conferred on the Indenture Trustee, with respect to the Notes. The parties to this Indenture acknowledge and agree to the foregoing. Notwithstanding the foregoing, if the Agent shall elect to direct the Indenture Trustee rather than directly exercising such rights:

(i) no such direction shall be in conflict with any rule of law or with this Indenture;

(ii) the Indenture Trustee shall not be required to follow any such direction which the Indenture Trustee reasonably believes might result in any personal liability on the part of the Indenture Trustee for which the Indenture Trustee is not adequately indemnified; and

(iii) the Indenture Trustee may take any other action deemed proper by the Indenture Trustee which is not inconsistent with any such direction; provided that the Indenture Trustee shall give notice of any such action to the Agent.

SECTION 6.13.

Waiver of Events of Default .

(a) Unless a Sequential Pay Event shall have occurred, the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes may, by one or more instruments in writing, waive any Event of Default hereunder and its consequences, except a continuing Event of Default:

(i) in respect of the payment of the principal of or interest on any Note (which may only be waived by the Noteholder of such Note), or

SECTION 6.14.

Undertaking for Costs .

All parties to this Indenture agree (and each Noteholder of any Note by its acceptance thereof shall be deemed to have agreed) that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such suit, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section 6.14 shall not apply to (i) any suit instituted by the Indenture Trustee, (ii) to any suit instituted by any Noteholder, or group of Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes Outstanding, or (iii) to any suit instituted by any Noteholder for the enforcement of the payment of the principal of or interest on any Note on or after the maturities for such payments, including the Stated Maturity, as applicable.

SECTION 6.15.

Waiver of Stay or Extension Laws .

covenants that it will not hinder, delay or impede the execution of any power herein granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

SECTION 6.16.

Sale of Trust Estate .

(b) Unless required by applicable law, the Indenture Trustee shall not sell to a third party the Trust Estate, or any portion thereof except as permitted under Section 6.3(e) hereof.

(i) any one or more Noteholders may bid for and purchase the property offered for sale, and upon compliance with the terms of sale may hold, retain, and possess and dispose of such property, without further accountability, and any Noteholder may, in paying the purchase money therefor, deliver in lieu of cash any Outstanding Notes or claims for interest thereon for credit in the amount that shall, upon distribution of the net proceeds of such sale, be payable thereon, and the Notes, in case the amounts so payable thereon shall be less than the amount due thereon, shall be returned to the Noteholders after being appropriately stamped to show such partial payment;

(ii) the Indenture Trustee shall execute and deliver an appropriate instrument of conveyance prepared by the Servicer transferring the Indenture Trustee’s interest in the Trust Estate without recourse, representation or warranty in any portion of the Trust Estate in connection with a sale thereof;

(iii) the Indenture Trustee is hereby irrevocably appointed the agent and attorney-in-fact of the Issuer to transfer and convey the Issuer’s interest in any portion of the Trust Estate in connection with a sale thereof, and to take all action necessary to effect such sale;

(iv) no purchaser or transferee at such a sale shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys; and

(v) the method, manner, time, place and terms of any sale of the Trust Estate shall be commercially reasonable.

SECTION 6.17.

Action on Notes .

SECTION 6.18.

Performance and Enforcement of Certain Obligations .

Promptly following a request from the Indenture Trustee, the Issuer shall take all such lawful action as the Indenture Trustee may request to compel or secure the performance and observance by the Depositor, the Club Originator and the Servicer, as applicable, of each of their respective obligations to the Issuer under or in connection with the Sale Agreement and any other Transaction Document and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale Agreement or any other Transaction Document to the extent and in the manner directed by the Indenture Trustee, including the transmission of notices of default on the part of the Depositor, the Club Originator or the Servicer thereunder and the institution of legal or administrative actions or proceedings to compel or secure performance by the Depositor, the Club Originator or the Servicer of each of their obligations under the Sale Agreement and the other Transaction Documents.

ARTICLE VII.

THE INDENTURE TRUSTEE

SECTION 7.1.

Certain Duties .

(b) In the absence of bad faith on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Indenture Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Indenture Trustee, the Indenture Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture; provided , however , the Indenture Trustee shall not be required to verify or recalculate the contents thereof.

use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs; provided , however , that no provision in this Indenture shall be construed to limit the obligations of the Indenture Trustee to provide notices under Section 7.2 hereof.

(i) this Section 7.1(e) shall not be construed to limit the effect of Section 7.1(a) and (b) hereof;

(ii) the Indenture Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it shall be proved that the Indenture Trustee shall have been negligent in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the written direction of the holders of the requisite principal amount of the outstanding Notes, or in accordance with any written direction delivered to it under Sections 6.2(a), (b) or (c) hereof relating to the time, method and place of conducting any proceeding for any remedy available to the Indenture Trustee, or exercising any trust or power conferred upon the Indenture Trustee, under this Indenture.

SECTION 7.2.

Notice of Events of Default .

The Indenture Trustee shall promptly (but, in any event, within three Business Days) notify the Issuer, the Servicer, the Agent and the Noteholders upon a Responsible Officer obtaining actual knowledge of any event which constitutes an Event of Default or a Servicer Event of Default or would constitute an Event of Default or a Servicer Event of Default but for the requirement that notice be given or time elapse or both.

SECTION 7.3.

Certain Matters Affecting the Indenture Trustee .

Subject to the provisions of Section 7.1 hereof:

(b) Any request or direction of any Noteholders, the Issuer, or the Servicer mentioned herein shall be in writing;

(e) Prior to the occurrence of an Event of Default or after the curing of all Events of Default which may have occurred, the Indenture Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper document, unless requested in writing so to do by Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes; provided , however , that if the payment within a reasonable time to the Indenture Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the reasonable opinion of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the security afforded to it by the terms of this Indenture, the Indenture Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding. The reasonable expense of every such examination shall be paid by the Servicer or, if paid by the Indenture Trustee, shall be reimbursed by the Servicer upon demand;

not be liable for any acts or omissions of such agents, attorneys or custodians appointed with due care by it hereunder; and

SECTION 7.4.

Indenture Trustee Not Liable for Notes or Timeshare Loans .

(b) The Indenture Trustee (in its capacity as Indenture Trustee) shall have no responsibility or liability for or with respect to the validity of any security interest in any property securing a Timeshare Loan; the existence or validity of any Timeshare Loan, the validity of the assignment of any Timeshare Loan to the Trust Estate or of any intervening assignment; the review of any Timeshare Loan, any Timeshare Loan File, the completeness of any Timeshare Loan File, the receipt by the Custodian of any Timeshare Loan or Timeshare Loan File (it being understood that the Indenture Trustee has not reviewed and does not intend to review such matters); the performance or enforcement of any Timeshare Loan; the compliance by the Servicer or the Issuer with any covenant or the breach by the Servicer or the Issuer of any warranty or representation made hereunder or in any Transaction Document or the accuracy of any such warranty or representation; the acts or omissions of the Servicer, the Issuer or any Obligor; or any action of the Servicer or the Issuer taken in the name of the Indenture Trustee.

SECTION 7.5.

Indenture Trustee May Own Notes .

SECTION 7.6.

Indenture Trustee’s Fees and Expenses .

SECTION 7.7.

Eligibility Requirements for Indenture Trustee .

Other than the initial Indenture Trustee, the Indenture Trustee hereunder shall at all times (a) be a corporation, depository institution, or trust company organized and doing business under the laws of the United States of America or any state thereof authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000, (b) be subject to supervision or examination by federal or state authority, (c) be capable of maintaining an Eligible Bank Account, (d) have a long-term unsecured debt rating of not less than “Baa2” from Moody’s and “BBB” from S&P, and (e) shall be acceptable to Noteholders representing a majority of the Outstanding Note Balance of the each Class of Notes. If such institution publishes reports of condition at least annually, pursuant to or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section 7.7, the combined capital and surplus of such institution shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of this Section 7.7, the Indenture Trustee shall resign in the manner and with the effect specified in Section 7.8 below.

SECTION 7.8.

Resignation or Removal of Indenture Trustee .

(a) The Indenture Trustee may at any time resign and be discharged with respect to the Notes by giving 60 days’ written notice thereof to the Servicer and the Issuer. Upon receiving such notice of resignation, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Agent, the Noteholders, the successor Indenture Trustee and the predecessor Indenture Trustee. If no successor Indenture Trustee shall have been so appointed and have accepted appointment within 60 days after the giving of such notice of resignation, the resigning Indenture Trustee may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(b) If at any time the Indenture Trustee shall cease to be eligible in accordance with the provisions of Section 7.7 hereof and shall fail to resign after written request therefor by the Issuer, or if at any time the Indenture Trustee shall be legally unable to act, fails to perform in any material respect its obligations under this Indenture, or shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Indenture Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Issuer or Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes may direct the Issuer to remove the Indenture Trustee. If it removes the Indenture Trustee under the authority of the immediately preceding sentence, the Issuer shall promptly appoint a successor Indenture Trustee not objected to by Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes, within 30 days after prior written notice, by written instrument, in sextuplicate, one counterpart of which instrument shall be delivered to each of the Issuer, the Servicer, the Noteholders, the Agent, the successor Indenture Trustee and the predecessor Indenture Trustee.

SECTION 7.9.

Successor Indenture Trustee .

(a) Any successor Indenture Trustee appointed as provided in Section 7.8 hereof shall execute, acknowledge and deliver to each of the Servicer, the Issuer, the Agent, the Noteholders and to its predecessor Indenture Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Indenture Trustee shall become effective and such successor Indenture Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor Indenture Trustee hereunder with like effect as if originally named a Indenture Trustee. The predecessor Indenture Trustee shall deliver or cause to be delivered to the successor Indenture Trustee or its custodian any Transaction Documents and statements held by it or its custodian hereunder; and the Servicer and the Issuer and the predecessor Indenture Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for the full and certain vesting and confirmation in the successor Indenture Trustee of all such rights, powers, duties and obligations.

SECTION 7.10.

Merger or Consolidation of Indenture Trustee .

Any corporation or other entity into which the Indenture Trustee may be merged or converted or with which it may be consolidated, or any corporation or other entity resulting from any merger, conversion or consolidation to which the Indenture Trustee shall be a party, or any corporation or other entity succeeding to the corporate trust business of the Indenture Trustee, shall be the successor of the Indenture Trustee hereunder, provided such corporation or other entity shall be eligible under the provisions of Section 7.7 hereof, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.

SECTION 7.11.

Appointment of Co-Indenture Trustee or Separate Indenture Trustee .

(a) At any time or times for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Trust Estate may at the time be located or in which any action of the Indenture Trustee may be required to be performed or taken, the Indenture Trustee, the Servicer or the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes, by an instrument in writing signed by it or them, may appoint, at the reasonable expense of the Issuer and the Servicer, one or more individuals or corporations to act as separate trustee or separate trustees or co-trustee, acting jointly with the Indenture Trustee, of all or any part of the Trust Estate, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly with the Indenture Trustee to act. Notwithstanding the appointment of any separate or co-trustee, the Indenture Trustee shall remain obligated and liable for the obligations of the Indenture Trustee under this Indenture.

(b) The Indenture Trustee and, at the request of the Indenture Trustee, the Issuer shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully confirming such title, rights, or duties to such separate trustee or separate trustees or co-trustee. Upon the acceptance in writing of such appointment by any such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Trust Estate or any part thereof, and with such rights, powers, duties and

obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or separate trustees or co-trustees jointly with the Indenture Trustee subject to all the terms of this Indenture, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Indenture Trustee its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its name. In any case any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to the Trust Estate and all assets, property, rights, power duties and obligations and duties of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Indenture Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.

(f) Notwithstanding any other provision of this Section 7.11, the powers of any additional trustee or separate trustee shall not exceed those of the Indenture Trustee hereunder.

SECTION 7.12.

Paying Agent and Note Registrar Rights .

SECTION 7.13.

Authorization .

(a) The Issuer has authorized and directed the Indenture Trustee to enter into the Lockbox Agreement. Pursuant to the Lockbox Agreement, the Indenture Trustee agrees to cause to be established and maintained an account (the “ Lockbox Account ”) for the benefit of the Noteholders. The Lockbox Account is titled as follows “U.S. Bank National Association, as Indenture Trustee of BXG Timeshare Trust I–Blocked Account”, Timeshare Loan-Backed Notes, Series I”. The Indenture Trustee has been authorized and directed to act as titleholder of the Lockbox Account in accordance with the terms of the Lockbox Agreement for the benefit of the Noteholders with interests in the funds on deposit in such accounts. In addition, the Indenture Trustee has been authorized to enter into, execute, deliver and perform under, each of the applicable Transaction Documents executed on the Closing Date and is hereby authorized to enter into, execute, deliver and perform under, each of the applicable Transaction Documents executed on the Amendment Date. The Lockbox Bank will be required to transfer and will be permitted to withdraw funds from the Lockbox Account in accordance with the Lockbox Agreement.

(b) The Indenture Trustee is authorized and directed to act as titleholder of the Credit Card Account for the benefit of the Noteholders with interests in the funds on deposit in such account.

SECTION 7.14.

Maintenance of Office or Agency .

ARTICLE VIII.

COVENANTS OF THE ISSUER

SECTION 8.1.

Payment of Principal, Interest and Other Amounts .

The Issuer will cause the due and punctual payment of the principal of, and interest on, the Notes in accordance with the terms of the Notes and this Indenture.

SECTION 8.2.

Eligible Timeshare Loan .

On each Transfer Date, each Subsequent Timeshare Loan or Qualified Substitute Timeshare Loan, as the case may be, shall be an Eligible Timeshare Loan.

SECTION 8.3.

Money for Payments to Noteholders to Be Held in Trust .

(a) All payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Trust Accounts pursuant to Sections 3.4 or 6.6 hereof shall be made on behalf of the Issuer by the Indenture Trustee, and no amounts so withdrawn from the Collection Account for payments of Notes shall be paid over to the Issuer under any circumstances, except as provided in this Section 8.3, in Section 3.4 or Section 6.6 hereof, as the case may be.

records of the Indenture Trustee or of any Paying Agent, at the last address of record for each such Noteholder.

(i) give the Indenture Trustee notice of any occurrence that is, or with notice or with the lapse of time or both would become, an Event of Default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the Notes;

(ii) at any time during the continuance of any such occurrence described in clause (i) above, upon the written request of the Indenture Trustee, pay to the Indenture Trustee all sums so held in trust by such Paying Agent;

(iii) immediately resign as a Paying Agent and forthwith pay to the Indenture Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and

(iv) comply with all requirements of the Code or any applicable state law with respect to the withholding from any payments made by it on any Notes of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

SECTION 8.4.

Existence; Merger; Consolidation, etc .

(a) The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the laws of the State of Delaware, and will obtain and preserve its qualification to do business as a foreign business trust in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes or any of the Timeshare Loans.

(d) The Issuer shall not become an “investment company” or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (or any successor or amendatory statute), and the rules and regulations thereunder (taking into account not only the general definition of the term “investment company” but also any available exceptions to such general definition); provided , however , that the Issuer shall be in compliance with this Section 8.4 if it shall have obtained an order exempting it from regulation as an “investment company” so long as it is in compliance with the conditions imposed in such order.

SECTION 8.5.

Protection of Trust Estate; Further Assurances .

(i) Grant more effectively the assets comprising all or any portion of the Trust Estate;

(ii) maintain or preserve the Lien of this Indenture or carry out more effectively the purposes hereof;

(iii) publish notice of, or protect the validity of, any Grant made or to be made by this Indenture and perfect the security interest contemplated hereby in favor of the Indenture Trustee in each of the Timeshare Loans and all other property included in the Trust Estate; provided , that the Issuer shall not be required to cause the recordation of the Indenture Trustee’s name as Lien holder on the related title documents for the Timeshare Properties so long as no Event of Default has occurred and is continuing;

(iv) enforce or cause the Servicer to enforce any of the Timeshare Loans in accordance with the Servicing Standard, provided , however , the Issuer will not cause the Servicer to obtain on behalf of the Indenture Trustee or the Noteholders, any Timeshare Property or to take any actions with respect to any property the result of which would adversely affect the interests of the Indenture Trustee or the Noteholders (including, but not limited to, actions which would cause the Indenture Trustee or the related Noteholders to be considered a holder of title, mortgagee-in-possession, or otherwise, or an “owner” or “operator” of Property not in compliance with applicable environmental statutes); and

(v) preserve and defend title to the Timeshare Loans (including the right to receive all payments due or to become due thereunder), the interests in the Timeshare Properties, or other property included in the Trust Estate and preserve and defend the rights of the Indenture Trustee in the Trust Estate (including the right

to receive all payments due or to become due thereunder) against the claims of all Persons and parties other than as permitted hereunder.

(e) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee and the Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes, amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of any Timeshare Loan (except to the extent otherwise provided in this Indenture or in the Timeshare Loan Documents) or the Transaction Documents, or waive timely performance or observance by the Servicer, the Indenture Trustee, the Custodian, the Paying Agent or the Depositor under this Indenture; and (ii) that any such amendment shall not (A) reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes that is required to consent to any such amendment, without the consent of the Noteholders of all the Outstanding Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee and the Noteholders, the Issuer agrees, promptly following a request by the Indenture Trustee, to execute and deliver, at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee may deem necessary or appropriate in the circumstances.

in the Indenture Trustee to monitor the compliance of the Issuer with the foregoing covenants, and provided , further , that the duty of the Indenture Trustee or the Servicer to execute any instrument required pursuant to this Section 8.5 shall arise only if a Responsible Officer of the Indenture Trustee or the Servicer, as applicable, has Knowledge of any failure of the Issuer to comply with the provisions of this Section 8.5.

SECTION 8.6.

Additional Covenants .

(a) The Issuer will not:

(i) sell, transfer, exchange or otherwise dispose of any portion of the Trust Estate except as expressly permitted by this Indenture;

(ii) claim any credit on, or make any deduction from, the principal of, or interest on, any of the Notes (other than amounts properly withheld from such payments under the Code or any applicable state law) or assert any claim against any present or former Noteholder by reason of the payment of any taxes levied or assessed upon any portion of the Trust Estate;

(iii) engage in any business or activity other than as permitted by this Indenture, the Trust Agreement and the other Transaction Documents and any activities incidental thereto, or amend the Trust Agreement as in effect on the Closing Date other than in accordance with Article XI thereof;

(iv) issue debt of obligations under any indenture other than this Indenture;

(v) incur or assume, directly or indirectly, any indebtedness, except for such indebtedness as may be incurred by the Issuer pursuant to this Indenture, or guaranty any indebtedness or other obligations of any Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person (other than the Timeshare Loans);

(vi) dissolve or liquidate in whole or in part or merge or consolidate with any other Person;

(vii) (A) permit the validity or effectiveness of this Indenture or any Grant hereby to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations under this Indenture, except as may be expressly permitted hereby, (B) permit any lien, charge, security interest, mortgage or other encumbrance to be created on or to extend to or otherwise arise upon or burden the Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax liens, mechanics; liens and other liens that arise by operation of law, in each case on any of the Resort Interests and arising solely as a result of an act or omission of the related Obligor) other than the Lien of this Indenture or (C) except as otherwise contemplated in this Indenture, permit the Lien of this Indenture

(other than with respect to any Permitted Liens or such tax, mechanic’s or other lien) not to constitute a valid first priority security interest in the Trust Estate;

(viii) take any other action or fail to take any actions which may cause the Issuer to be taxable as an association pursuant to Section 7701 of the Code and the corresponding regulations, (b) a publicly traded partnership taxable as a corporation pursuant to Section 7704 of the Code and the corresponding regulations or (c) a taxable mortgage pool pursuant to Section 7701(i) of the Code and the corresponding regulations; or

(ix) change the location of its principal place of business without the prior notice to the Indenture Trustee, the Agent and the Noteholders.

(b) Notice of Events of Default . Immediately upon the Issuer having Knowledge of the existence of any condition or event which constitutes a Default or an Event of Default or a Servicer Event of Default, the Issuer shall deliver to the Indenture Trustee and the Agent a written notice describing its nature and period of existence and what action the Issuer is taking or proposes to take with respect thereto.

(c) Report on Proceedings . Promptly upon the Issuer’s becoming aware of (i) any proposed or pending investigation of it by any governmental authority or agency; or (ii) any pending or proposed court or administrative proceeding which involves or is reasonably likely to involve the possibility of materially and adversely affecting the properties, business, prospects, profits or condition (financial or otherwise) of the Issuer, the Issuer shall deliver to the Indenture Trustee and the Agent a written notice specifying the nature of such investigation or proceeding and what action the Issuer is taking or proposes to take with respect thereto and evaluating its merits.

SECTION 8.7.

Taxes .

SECTION 8.8.

Restricted Payments .

The Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest to security in or of the Issuer, the Club Originator, the Depositor or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided , however , that the Issuer may make, or cause to be made, payments and distributions to or on behalf of the Servicer, the Club Originator, the Depositor, the Indenture Trustee, the Owner Trustee, the Noteholders and the Certificateholders as contemplated by, and to the extent funds are available for such purpose under, this Indenture, the Sale Agreement, the Trust Agreement or the other Transaction Documents. The Issuer will

not, directly or indirectly, make or cause to be made payments to or distributions from the Collection Account except in accordance with this Indenture and the other Transaction Documents.

SECTION 8.9.

Treatment of Notes as Debt for Tax Purposes .

The Issuer shall treat the Notes as indebtedness for all federal, state and local income and franchise tax purposes.

SECTION 8.10.

Further Instruments and Acts .

ARTICLE IX.

SUPPLEMENTAL INDENTURES

SECTION 9.1.

Supplemental Indentures .

(i) without the consent of any Noteholder; (x) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or to better assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture; provided , such action pursuant to this clause (i) shall not adversely affect the interests of the Noteholders in any respect; or

(1)

to evidence and provide for the acceptance of appointment hereunder by a successor Indenture Trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Indenture Trustee, pursuant to the requirements of Section 7.9 hereof; or

(2)

to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant to this clause (2) shall not adversely affect the interests of any of the Noteholders of Notes.

(b) The Indenture Trustee shall promptly deliver, at least five Business Days prior to the effectiveness thereof, to each Noteholder and the Agent, a copy of any supplemental indenture entered into pursuant to this Section 9.1.

SECTION 9.2.

Supplemental Indentures with Consent of Noteholders .

(a) With the consent of Noteholders representing a majority of the Outstanding Note Balance of each Class of Notes then Outstanding and by Act of said Noteholders delivered to the Issuer and the Indenture Trustee, the Issuer and the Indenture Trustee may, pursuant to an Issuer Order, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided , that no supplemental indenture (including any supplemental indenture to be entered into pursuant to Section 9.1 hereof) shall, without the consent of the Noteholder of each Outstanding Note affected thereby,

(i) change the Stated Maturity or Payment Date of any Note or the amount of principal payments or interest payments or any other amount due or to become due on any Payment Date with respect to any Note, or change the priority of payment thereof as set forth herein, or reduce the principal amount thereof or the Note Rate thereon, or change the place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity;

(ii) reduce the percentage of the Outstanding Note Balance, the consent of the Noteholders of which is required for any supplemental indenture, for any waiver of compliance with provisions of this Indenture or Events of Default and their consequences;

(iii) modify any of the provisions of this Section 9.2 or Section 6.13 hereof except to increase any percentage of Noteholders required for any modification or waiver or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby;

(iv) modify or alter the provisions of the proviso to the definition of the term “Outstanding”;

(v) permit the creation of any lien ranking prior to or on a parity with the Lien of this Indenture with respect to any part of the Trust Estate or terminate the Lien of this Indenture on any property at any time subject hereto or deprive any Noteholder of the security afforded by the Lien of this Indenture; or

(vi) modify or change Section 2.4 or Article XV hereof;

provided, no such supplemental indenture may modify or change any terms whatsoever of this Indenture that could be construed as increasing the Issuer’s or the Servicer’s discretion hereunder.

(b) The Indenture Trustee shall promptly deliver, at least five Business Days prior to the effectiveness thereof to each Noteholder and the Agent, a copy of any supplemental indenture entered into pursuant to Section 9.2(a) hereof.

SECTION 9.3.

Execution of Supplemental Indentures .

In executing, or accepting the additional trusts created by, any supplemental indenture (a) pursuant to Section 9.1 hereof or (b) pursuant to Section 9.2 hereof without the consent of each Noteholder of the Notes to the execution of the same, or the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be entitled to receive, and (subject to Section 7.1 hereof) shall be, fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not be obligated to, enter into any supplemental indenture which affects the Indenture Trustee’s own rights, duties, obligations, or immunities under this Indenture or otherwise.

SECTION 9.4.

Effect of Supplemental Indentures .

Upon the execution of any supplemental indenture under this Article IX, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Noteholder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 9.5.

Reference in Notes to Supplemental Indentures .

ARTICLE X.

BORROWINGS

SECTION 10.1. Optional Borrowings . (a) On any Business Day prior to the Facility Termination Date (each a “ Funding Date ”), and subject to satisfaction of the following conditions, additional amounts may be borrowed or reborrowed by the Issuer under the Notes (a “ Borrowing ”) and from the Committed Purchasers under the Note Funding Agreement:

(i) the Custodian shall have delivered to the Indenture Trustee and the Agent the Custodian’s Certification pursuant to the Custodial Agreement with respect to the Timeshare Loan Documents related to the Timeshare Loans being purchased by the Depositor and the Issuer on such Funding Date;

(ii) no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loans under the Purchase Agreement and the Sale Agreement or hereunder;

(iii) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;

(iv) after giving effect to the purchase and transfer of Timeshare Loans by the Depositor and the Issuer on such Funding Date, each Hedge Agreement with Qualified Hedge Counterparties shall be in full force and effect;

(v) no Authorized Officer of the Indenture Trustee has actual knowledge or has received notice on or prior to such Funding Date that any conditions to such transfer have not been fulfilled and the Indenture Trustee shall have received such other documents, opinions, certificates and instruments as the Indenture Trustee may request;

(vi) the Servicer shall deliver to the Agent and the Indenture Trustee, a Borrowing Notice;

(vii) the Borrowing does not exceed the Maximum Borrowing Amount; and

(viii) each of the conditions set forth in the Note Funding Agreement shall have been satisfied.

(b) Funding Dates shall not occur more frequently than twice every calendar month unless otherwise approved by the Agent. Notice of any Borrowing shall be given by the Issuer to the Agent as provided for in the Note Funding Agreement.

ARTICLE XI.

SATISFACTION AND DISCHARGE

SECTION 11.1.

Satisfaction and Discharge of Indenture .

(i)

either:

(1)

all Notes theretofore authenticated and delivered (other than (A) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 2.5 hereof and (B)

		Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 8.3(c) hereof) have been delivered to the Indenture Trustee for cancellation; or
	(2)	the final installments of principal on all such Notes not theretofore delivered to the Indenture Trustee for cancellation (x) have become due and payable, or (y) will become due and payable at their Stated Maturity, as applicable within one year, and the Issuer has irrevocably deposited or caused to be deposited with the Indenture Trustee in trust an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Indenture Trustee for cancellation, for principal and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity thereof;

(ii) the Issuer and the Servicer have paid or caused to be paid (out of Available Funds or amounts received pursuant to Article XIV hereof) all other sums payable hereunder by the Issuer and the Servicer for the benefit of the Noteholders and the Indenture Trustee; and

(iii) the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

At such time, the Indenture Trustee shall deliver to the Issuer all cash, securities and other property held by it as part of the Trust Estate other than funds deposited with the Indenture Trustee pursuant to Section 11.1(a)(i) hereof, for the payment and discharge of the Notes.

SECTION 11.2. Application of Trust Money; Repayment of Money Held by Paying Agent .

Subject to the provisions of Section 8.3(c) hereof, all money deposited with the Indenture Trustee pursuant to Sections 11.1 and 8.3 hereof shall be held in trust and applied by the Indenture Trustee in accordance with the provisions of the Notes, this Indenture and the Trust Agreement, to the payment, either directly or through a Paying Agent, as the Indenture Trustee may determine, to the Persons entitled thereto, of the principal and interest for whose payment such money has been deposited with the Indenture Trustee.

In connection with the satisfaction and discharge of this Indenture, all moneys then held by any Paying Agent other than the Indenture Trustee under the provisions of this

Indenture with respect to the Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and applied according to Section 3.4 hereof and thereupon such Paying Agent shall be released from all further liability with respect to such moneys.

SECTION 11.3.

Trust Termination Date .

ARTICLE XII.

REPRESENTATIONS AND WARRANTIES AND COVENANTS

SECTION 12.1.

Representations and Warranties of the Issuer .

The Issuer represents and warrants to the Indenture Trustee, the Servicer, the Backup Servicer and the Noteholders as of the Amendment Date and each Funding Date, as follows:

(a) Organization and Good Standing . The Issuer has been duly formed and is validly existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as presently conducted and has the power and authority to own and convey all of its properties and to execute and deliver this Indenture and the Transaction Documents and to perform the transactions contemplated hereby and thereby;

(b) Binding Obligation . This Indenture and the Transaction Documents to which it is a party have each been duly executed and delivered on behalf of the Issuer and this Indenture and each Transaction Document to which it is a party constitutes a legal, valid and binding obligation of the Issuer enforceable in accordance with its terms except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting creditors’ rights and by general principles of equity;

(c) No Consents Required . No consent of, or other action by, and no notice to or filing with, any Governmental Authority or any other party, is required for the due execution, delivery and performance by the Issuer of this Indenture or any of the Transaction Documents or for the perfection of or the exercise by the Indenture Trustee or the Noteholders of any of their rights or remedies thereunder which have not been duly obtained;

(d) No Violation . The consummation of the transaction contemplated by this Indenture and the fulfillment of the terms hereof shall not conflict with, result in any material breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the organizational documents of the Issuer, or any indenture, agreement or other instrument to which the Issuer is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Indenture);

(e) No Proceedings . There is no pending or, to the Issuer’s Knowledge, threatened action, suit or proceeding, nor any injunction, writ, restraining order or other order of any nature against or affecting the Issuer, its officers or directors, or the property of the Issuer, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (i) asserting the invalidity of this Indenture or any of the Transaction Documents, (ii) seeking to prevent the sale and assignment of any Timeshare Loan or the consummation of any of the transactions contemplated thereby, (iii) seeking any determination or ruling that might materially and adversely affect (A) the performance by the Issuer of this Indenture or any of the Transaction Documents or the interests of the Noteholders, (B) the validity or enforceability of this Indenture or any of the Transaction Documents, (C) any Timeshare Loan, or (D) the Intended Tax Characterization, or (iv) asserting a claim for payment of money adverse to the Issuer or the conduct of its business or which is inconsistent with the due consummation of the transactions contemplated by this Indenture or any of the Transaction Documents;

(f) Issuer Not Insolvent . The Issuer is solvent and will not become insolvent after giving effect to the transactions contemplated by this Indenture and each of the Transaction Documents;

(g) Name . The legal name of the Issuer is as set forth in the signature page of this Indenture and the Issuer does not have any tradenames, fictitious names, assumed names or “doing business as” names.

(h) Eligible Timeshare Loans . Each Timeshare Loan subject to the Lien of this Indenture is an Eligible Timeshare Loan.

SECTION 12.2.

Representations and Warranties of the Servicer .

The Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Backup Servicer and the Noteholders, as of the Amendment Date and each Funding Date, the following:

(a) Organization and Authority . The Servicer:

(i) is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts;

(ii) has all requisite power and authority to own and operate its properties and to conduct its business as currently conducted and as proposed to be conducted as contemplated by the Transaction Documents to which it is a party, to enter into the Transaction Documents to which it is a party and to perform its obligations under the Transaction Documents to which it is a party; and

(iii) has made all filings and holds all material franchises, licenses, permits and registrations which are required under the laws of each jurisdiction in which the properties owned (or held under lease) by it or the nature of its activities makes such filings, franchises, licenses, permits or registrations necessary, except where the failure to make such filing will not have a material adverse effect on the

Servicer, activities or its ability to perform its obligations under the Transaction Documents.

(b) Place of Business . The address of the principal place of business and chief executive office of the Servicer is 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431 and there have been no other such locations during the immediately preceding four months.

(c) Compliance with Other Instruments, etc . The Servicer is not in violation of any term of its articles of incorporation and by-laws. The execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party do not and will not (i) conflict with or violate the organizational documents of the Servicer, (ii) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation of any Lien on any of the properties or assets of the Servicer pursuant to the terms of any instrument or agreement to which the Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Servicer.

(d) Compliance with Law . The Servicer is in material compliance with all statutes, laws and ordinances and all governmental rules and regulations to which it is subject, the violation of which, either individually or in the aggregate, could materially adversely affect its business, earnings, properties or condition (financial or other). The internal policies and procedures employed by the Servicer are in material compliance with all applicable statutes, laws and ordinances and all governmental rules and regulations. The execution, delivery and performance of the Transaction Documents to which it is a party do not and will not cause the Servicer to be in violation of any law or ordinance, or any order, rule or regulation, of any federal, state, municipal or other governmental or public authority or agency where such violation would, either individually or in the aggregate, materially adversely affect its business, earnings, properties or condition (financial or other).

(e) Pending Litigation or Other Proceedings . Other than as disclosed on Schedule 12.2(e) hereto, there is no pending or, to the best of the Servicer’s Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Servicer, (ii) the ability of the Servicer to perform its obligations under, or the validity or enforceability of this Indenture or any other documents or transactions contemplated under this Indenture, (iii) any property or title of any Obligor to any Timeshare Property or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

(f) Taxes . Other than as disclosed on Schedule 12.2(e), the Servicer has filed all tax returns (federal, state and local) which are required to be filed and has paid all taxes related thereto, other than those which are being contested in good faith or where the failure to file or pay would not have a material adverse effect on the Servicer’s activities or its ability to perform its obligations under the Transaction Documents.

(g) Transactions in Ordinary Course . The transactions contemplated by this Indenture are in the ordinary course of business of the Servicer.

(h) Securities Laws . The Servicer is not an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

(i) Proceedings . The Servicer has taken all action necessary to authorize the execution and delivery by it of the Transaction Documents to which it is a party and the performance of all obligations to be performed by it under the Transaction Documents.

(j) Defaults . The Servicer is not in default under any material agreement, contract, instrument or indenture to which it is a party or by which it or its properties is or are bound, or with respect to any order of any court, administrative agency, arbitrator or governmental body, which default would have a material adverse effect on the transactions contemplated hereunder; and to the Servicer’s Knowledge, no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

(k) Insolvency . The Servicer is solvent. Prior to the date hereof, the Servicer did not, and is not about to, engage in any business or transaction for which any property remaining with the Servicer would constitute an unreasonably small amount of capital. In addition, the Servicer has not incurred debts that would be beyond the Servicer’s ability to pay as such debts matured.

(l) No Consents . No prior consent, approval or authorization of, registration, qualification, designation, declaration or filing with, or notice to any federal, state or local governmental or public authority or agency, is, was or will be required for the valid execution, delivery and performance by the Servicer of the Transaction Documents to which it is a party. The Servicer has obtained all consents, approvals or authorizations of, made all declarations or filings with, or given all notices to, all federal, state or local governmental or public authorities or agencies which are necessary for the continued conduct by the Servicer of its respective businesses as now conducted, other than such consents, approvals, authorizations, declarations, filings and notices which, neither individually nor in the aggregate, materially and adversely affect, or in the future will materially and adversely affect, the business, earnings, prospects, properties or condition (financial or other) of the Servicer.

(m) Name . The legal name of the Servicer is as set forth in the signature page of this Indenture and the Servicer does not have any tradenames, fictitious names, assumed names or “doing business as” names other than “Bluegreen Patten Corporation” in North Carolina and “Bluegreen Corporation of Massachusetts” in Louisiana.

(n) Information . No document, certificate or report furnished by the Servicer, in writing, pursuant to this Indenture or in connection with the transactions contemplated hereby, contains or will contain when furnished any untrue statement of a material fact or fails or will fail to state a material fact necessary in order to make the statements contained therein, in light of

the circumstances under which they were made, not misleading. Other than as disclosed on Schedule 12.2(e) hereto, there are no facts relating to the Servicer as of the Amendment Date which when taken as a whole, materially adversely affect the financial condition or assets or business of the Servicer, or which may impair the ability of the Servicer to perform its obligations under this Indenture, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Servicer pursuant hereto or thereto specifically for use in connection with the transactions contemplated hereby or thereby.

(o) Ratings . Each of the Resorts specified in Exhibit I hereto have, as of the Amendment Date, ratings at least equal to the ratings specified therein.

(p) ACH Form . The Servicer has delivered a form of the ACH Form attached to the Sale Agreement to the Backup Servicer for its review.

(q) Credit Policy and Collection Policy . Each of the Credit Policy and the Collection Policy attached hereto as Exhibit J and Exhibit K, respectively (as the same may be amended from time to time in accordance with the provisions of this Indenture and the Note Funding Agreement), fairly represent the policies of the Servicer and, to the best knowledge of the Servicer, the Collection Policy is materially consistent with the customary standard of prudent servicers of loans secured by timeshare interests.

SECTION 12.3.

Representations and Warranties of the Indenture Trustee .

The Indenture Trustee hereby represents and warrants to the Servicer, the Issuer, the Backup Servicer and the Noteholders as of the Amendment Date and each Funding Date, the following:

(a) The Indenture Trustee is a national banking association duly organized, validly existing and in good standing under the laws of the United States.

SECTION 12.4.

Multiple Roles .

The parties expressly acknowledge and consent to U.S. Bank National Association, acting in the multiple roles of Indenture Trustee, the Paying Agent, the Note Registrar, the successor Servicer (in the event the Backup Servicer shall not serve as the successor Servicer) and the Custodian. U.S. Bank National Association may, in such capacities, discharge its separate functions fully, without hindrance or regard to conflict of interest principles, duty of loyalty principles or other breach of fiduciary duties to the extent that any such conflict or breach arises from the performance by U.S. Bank National Association of express duties set forth in this Indenture in any of such capacities, all of which defenses, claims or assertions are hereby expressly waived by the other parties hereto, except in the case of negligence (other than errors in judgment) and willful misconduct by U.S. Bank National Association.

	SECTION 12.5.	[Reserved].
	SECTION 12.6.	Covenants of the Club Trustee .

Until the date on which each Class of Notes has been paid in full, the Club Trustee hereby covenants that:

(b) Separate Corporate Existence . The Club Trustee shall:

(i) Maintain its own deposit account or accounts, separate from those of any Affiliate, with commercial banking institutions. The funds of the Club Trustee will not be diverted to any other Person or for other than trust or corporate uses of the Club Trustee, as applicable.

(ii) Ensure that, to the extent that it shares the same officers or other employees as any of its shareholders, beneficiaries or Affiliates, the salaries of and the expenses related to providing benefits to such officers and other employees shall be fairly allocated among such entities, and each such entity shall bear its fair share of the salary and benefit costs associated with all such common officers and employees.

(iii) Ensure that, to the extent that the Club Trustee and the Servicer (together with their respective shareholders or Affiliates) jointly do business with vendors or service providers or share overhead expenses, the costs incurred in so doing shall be allocated fairly among such entities, and each such entity shall bear its fair share of such costs. To the extent that the Club Trustee and the Servicer (together with their respective stockholders or Affiliates) do business with vendors or service providers when the goods and services provided are partially for the benefit of any other Person, the costs incurred in so doing shall be fairly allocated to or among such entities for whose benefit the goods and services are provided, and each such entity shall bear its fair share of such costs. All material transactions between Club Trustee and any of its Affiliates shall be only on an arms’ length basis.

(iv) To the extent that the Club Trustee and any of its stockholders, beneficiaries or Affiliates have offices in the same location, there shall be a fair and appropriate allocation of overhead costs among them, and each such entity shall bear its fair share of such expenses.

(v) Conduct its affairs strictly in accordance with the Club Trust Agreement or its amended and restated articles of incorporation, as applicable, and observe all necessary, appropriate and customary corporate formalities, including, but not limited to, holding all regular and special stockholders’, trustees’ and directors’ meetings appropriate to authorize all

trust and corporate action, keeping separate and accurate minutes of its meetings, passing all resolutions or consents necessary to authorize actions taken or to be taken, and maintaining accurate and separate books, records and accounts, including, but not limited to, payroll and intercompany transaction accounts.

(c) Merger or Consolidation . The Club Trustee shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the corporation formed by such consolidation or into which the Club Trustee, as the case may be, has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of the Club Trustee, as the case may be, as an entirety, can lawfully perform the obligations of the Club Trustee hereunder and executes and delivers to the Indenture Trustee an agreement in form and substance reasonably satisfactory to the Indenture Trustee which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Club Trustee under this Indenture.

(d) Corporate Matters . Notwithstanding any other provision of this Section 12.6 and any provision of law, the Club Trustee shall not do any of the following:

(i) engage in any business or activity other than as set forth herein or in or as contemplated by the Club Trust Agreement or its amended and restated articles of incorporation, as applicable;

(ii) without the affirmative vote of a majority of the members of the board of directors (or Persons performing similar functions) of the Club Trustee (which must include the affirmative vote of at least one duly appointed Independent Director (as defined in the Club Trust Agreement)), (A) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against it, (C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the corporation or a substantial part of its property, (E) make a general assignment for the benefit of creditors, (F) admit in writing its inability to pay its debts generally as they become due, (G) terminate the Club Managing Entity as manager under the Club Management Agreement or (H) take any corporate action in furtherance of the actions set forth in clauses (A) through (G) above; provided , however , that no director may be required by any shareholder or beneficiary of the Club Trustee to consent to the institution of bankruptcy or insolvency proceedings against the Club Trustee so long as it is solvent;

(iii) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or

substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity; or

(iv) with respect to the Club Trustee, amend or otherwise modify its amended and restated articles of incorporation or any definitions contained therein in a manner adverse to the Indenture Trustee or any Noteholder without the prior written consent of the Agent.

SECTION 12.7.

Representations and Warranties of the Backup Servicer .

The Backup Servicer hereby represents and warrants to the Indenture Trustee, the Issuer, the Servicer and the Noteholders, as of the Amendment Date and each Funding Date, the following:

(a) Corporate Representations .

(i) is a corporation duly organized, validly existing and in good standing under the laws of the State of Arizona;

(b) Place of Business . The address of the principal place of business and chief executive office of the Backup Servicer is as set forth in Section 13.3 and there have been no other such locations during the immediately preceding four months.

default under, or result in the creation of any Lien on any of the properties or assets of the Backup Servicer pursuant to the terms of any instrument or agreement to which the Backup Servicer is a party or by which it is bound where such conflict would have a material adverse effect on the Backup Servicer’s activities or its ability to perform its obligations under the Transaction Documents or (iii) require any consent of or other action by any trustee or any creditor of, any lessor to or any investor in the Backup Servicer.

(e) Pending Litigation or Other Proceedings . There is no pending or, to the best of the Backup Servicer’s Knowledge, threatened action, suit, proceeding or investigation before any court, administrative agency, arbitrator or governmental body against or affecting the Backup Servicer which, if decided adversely, would materially and adversely affect (i) the condition (financial or otherwise), business or operations of the Backup Servicer, (ii) the ability of the Backup Servicer to perform its obligations under, or the validity or enforceability of this Indenture or any other documents or transactions contemplated under this Indenture, (iii) any property or title of any Obligor to any Timeshare Property or (iv) the Indenture Trustee’s ability to foreclose or otherwise enforce the Liens of the Timeshare Loans.

(g) Transactions in Ordinary Course . The transactions contemplated by this Indenture are in the ordinary course of business of the Backup Servicer.

(j) Defaults . The Backup Servicer is not in default under any material agreement, contract, instrument or indenture to which it is a party or by which it or its properties is or are bound, or with respect to any order of any court, administrative agency, arbitrator or governmental body, which default would have a material adverse effect on the transactions contemplated hereunder; and to the Backup Servicer’s Knowledge, no event has occurred which with notice or lapse of time or both would constitute such a default with respect to any such agreement, contract, instrument or indenture, or with respect to any such order of any court, administrative agency, arbitrator or governmental body.

(m) Name . The legal name of the Backup Servicer is as set forth in the signature page of this Indenture, and the Backup Servicer does not have any tradenames, fictitious names, assumed names or “doing business as” names.

(n) Information . No document, certificate or report furnished by the Backup Servicer, in writing, pursuant to this Indenture or in connection with the transactions contemplated hereby, contains or will contain when furnished any untrue statement of a material fact or fails or will fail to state a material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There are no facts relating to the Backup Servicer as of the Amendment Date which when taken as a whole, materially adversely affect the financial condition or assets or business of the Backup Servicer, or which may impair the ability of the Backup Servicer to perform its obligations under this Indenture or any other Transaction Document to which it is a party, which have not been disclosed herein or in the certificates and other documents furnished by or on behalf of the Servicer pursuant hereto or thereto specifically for use in connection with the transactions contemplated hereby or thereby.

ARTICLE XIII.

MISCELLANEOUS

SECTION 13.1. Officer’s Certificate and Opinion of Counsel as to Conditions Precedent .

SECTION 13.2.

Statements Required in Certificate or Opinion .

Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(a) a statement that the Person making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such Person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

SECTION 13.3.

Notices .

(a) All communications, instructions, directions and notices to the parties thereto shall be (i) in writing (which may be by telecopy, followed by delivery of original documentation within one Business Day), (ii) effective when received and (iii) delivered or mailed first class mail, postage prepaid to it at the following address:

If to the Issuer:

BXG Timeshare Trust I

c/o Wilmington Trust Company

Rodney Square North

1100 North Market Street

Wilmington, Delaware 19890-0001

Attention: Corporate Trust Administration

Fax: (302) 636-4140

With a copy to:

Weinstock & Scavo P.C.

3405 Piedmont Road, N.E.

Suite 300

Atlanta, Georgia 30305

Attention: Mark I. Sanders, Esq.

Fax: (404) 231-1618

If to the Club Trustee:

Vacation Trust, Inc.

4950 Communication Avenue

Suite 900

Boca Raton, Florida 33431

Attention: Michael Kaminer, Esq.

Fax: (561) 912-8299

If to the Servicer:

Bluegreen Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

Attention: Anthony M. Puleo, Senior Vice President, CFO and Treasurer

Fax: (561) 912-8123

With a copy to:

Weinstock & Scavo P.C.

3405 Piedmont Road, N.E.

Suite 300

Atlanta, Georgia 30305

Attention: Mark I. Sanders, Esq.

Fax: (404) 231-1618

If to the Backup Servicer:

Concord Servicing Corporation

4725 North Scottsdale Road

Suite 300

Scottsdale, Arizona 85251

Fax: (480) 281-3141

Attention: Frederick G. Pink, Esq.

If to the Indenture Trustee and Paying Agent:

U.S. Bank National Association

60 Livingston Avenue

EP-MN-WS3D

St. Paul, Minnesota 55107

Attention: Corporate Trust Services/Attn: BXG Timeshare Trust I

Fax: (651) 495-8090

Telephone Number: (651) 495-3880

If to the Agent:

BB&T Capital Markets

1133 Avenue of the Americas, 27 ^th Floor

New York, New York 10036

Attention: Paul Richardson

Fax : (212) 822-8151

and

Branch Banking and Trust Company

200 West Second Street, 16 ^th Floor

Winston-Salem, North Carolina 27101

Attention: Cory Boyte

Fax: (336) 733-2740

or at such other address as the party may designate by notice to the other parties hereto, which shall be effective when received.

and under any Transaction Documents. All notices to Noteholders (or any Class thereof) shall be sent simultaneously. Expenses for such communications and notices shall be borne by the Servicer.

SECTION 13.4.

No Proceedings .

The Noteholders, the Servicer, the Indenture Trustee, the Agent, the Club Trustee and the Backup Servicer each hereby agrees that it will not, directly or indirectly institute, or cause to be instituted, against the Issuer, the Trust Estate or the Depositor any proceeding of the type referred to in Sections 6.1(d) and (e) hereof, so long as there shall not have elapsed one year plus one day after payment in full of the Notes.

SECTION 13.5.

Limitation of Liability of Owner Trustee .

Notwithstanding anything contained herein or in any other Transaction Document to the contrary, it is expressly understood and agreed by the parties hereto that (a) this Indenture is executed and delivered by Wilmington Trust Company, not individually or personally, but solely as Owner Trustee on behalf of the Issuer, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer and the Trust Estate, and (c) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Indenture or any other related documents.

ARTICLE XIV.

REDEMPTION OF NOTES

SECTION 14.1.

Clean-up Call; Optional Redemption; Election to Redeem .

(a) Clean-up Call . The Servicer shall have the option to cause the Issuer to redeem not less than all of the Notes and thereby cause the early repayment of the Notes on any date after the Clean-up Call Date by payment of an amount equal to the Redemption Price and any amounts, fees and expenses that are required to be paid pursuant to Section 6.6(b) hereof (unless amounts in the Trust Accounts are sufficient to make such payments).

(b) Optional Redemption . Notwithstanding anything to the contrary herein or in any other Transaction Document, the Issuer shall have the option to redeem not less than all (or, with the consent of the Noteholders, a portion) of the Notes and thereby cause the early repayment of the Notes (or the applicable portion thereof) at any time by payment of an amount equal to the Redemption Price (or portion thereof) and any amounts, fees and expenses that are required to be paid pursuant to Section 6.6(b) hereof (unless amounts in the Trust Accounts are sufficient to make such payments) using cash from any source, including the Depositor.

SECTION 14.2.

Notice to Indenture Trustee .

The Servicer shall give written notice of its intention to cause the Issuer to redeem the Notes to the Indenture Trustee at least 15 days prior to the Redemption Date (unless a shorter period shall be satisfactory to the Indenture Trustee).

SECTION 14.3.

Notice of Redemption by the Servicer .

Notices of redemption shall be given by first class mail, postage prepaid, mailed not less than for 15 days prior to the Redemption Date to each Noteholder, at the address listed in the Note Register. All notices of redemption shall state (a) the Redemption Date, (b) the Redemption Price, (c) that on the Redemption Date, the Redemption Price will become due and payable in respect of each Note, and that interest thereon shall cease to accrue if payment is made on the Redemption Date and (d) the office of the Indenture Trustee where the Notes are to be surrendered for payment of the Redemption Price. Failure to give notice of redemption, or any defect therein, to any Noteholder shall not impair or affect the validity of the redemption of any other Note.

SECTION 14.4.

Deposit of Redemption Price .

On or before the Business Day immediately preceding the Redemption Date, the Servicer (in the case of a Clean-up Call) or the Issuer (in the case of an Optional Redemption) shall deposit with the Indenture Trustee an amount equal to the Redemption Price and any amounts, fees and expenses that are required to be paid hereunder (less any portion of such payment to be made from funds held in any of the Trust Accounts (other than the Lockbox Account and the Credit Card Account).

SECTION 14.5.

Notes Payable on Redemption Date .

Notice of redemption having been given as provided in Section 14.3 hereof and deposit of the Redemption Price with the Indenture Trustee having been made as provided in Section 14.4 hereof, the Notes shall on the Redemption Date, become due and payable at the Redemption Price, and, on such Redemption Date, such Notes shall cease to accrue interest. The Indenture Trustee shall apply all available funds in accordance with Section 6.6(b) hereof and the Noteholders shall be paid the Redemption Price by the Indenture Trustee on behalf of the Servicer or the Issuer, as the case may be, upon presentment and surrender of their Notes at the office of the Indenture Trustee. If the Servicer or the Issuer, as the case may be, shall have failed to deposit the Redemption Price with the Indenture Trustee, the principal and interest with respect to each Class of Notes shall, until paid, continue to accrue interest at their respective Note Rates. The Servicer’s or the Issuer’s, as the case may be, failure to deposit the Redemption Price shall not constitute an Event of Default hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed as of the day and year first above written.

BXG TIMESHARE TRUST I,

By:	Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee

	By:
		Name:
		Title:

	BLUEGREEN CORPORATION, as Servicer

	By:
		Name: Anthony M. Puleo
		Title: Senior Vice President, CFO and Treasurer

	CONCORD SERVICING CORPORATION, as Backup Servicer

	By:
		Name:
		Title:

	VACATION TRUST, INC., as Club Trustee

	By:
		Name:
		Title:

	U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee and Custodian

	By:
		Name:
		Title:

	BRANCH BANKING AND TRUST COMPANY, as Agent

	By:
		Name:
		Title:

[Signature Page to the Indenture]

EXECUTION COPY

THIRD AMENDED AND RESTATED STANDARD DEFINITIONS

“ 50/50 Loan ” shall mean a Timeshare Loan where the Obligor has elected to make a down payment equal to at least 50% of the total purchase price of the Timeshare Property or Timeshare Properties with the remaining balance (together with interest) due within one year of the origination date, such balance to be paid either in 12 monthly amortizing installments of principal and interest or all principal and interest due in a lump sum payment on the one year anniversary of the origination of the Timeshare Loan.

“ ACH Form ” shall mean the ACH authorization form executed by Obligors substantially in the form attached as Exhibit C to each of the Sale Agreement and the Purchase Agreement.

“ Act ” shall have the meaning specified in Section 1.4 of the Indenture.

“ Additional Approved Opinion Resort ” shall mean a Resort (1) for which Bluegreen shall have provided such due diligence materials as the Agent may reasonably request, (2) for which the Agent shall have received a favorable written opinion of local counsel relating to such timeshare and real estate law issues as the Agent may reasonably request and (3) for which the Agent shall have approved in writing as a Resort for which the Seller and the Depositor may sell Timeshare Loans secured by Timeshare Properties at such Resort pursuant to the Purchase Agreement and Sale Agreement, respectively.

“ Additional Approved Non-Opinion Resort ” shall mean a Resort (1) for which Bluegreen shall have provided such due diligence materials as the Agent may reasonably request and (2) for which the Agent shall have approved in writing as a Resort for which the Seller and the Depositor may sell Timeshare Loans secured by Timeshare Properties at such Resort pursuant to the Purchase Agreement and the Sale Agreement, respectively.

“ Additional Servicing Compensation ” shall mean any late fees related to late payments on the Timeshare Loans, any non-sufficient funds fees, any processing fees and any Liquidation Expenses collected by and due to the Servicer, any refunds paid by the Servicer as a result of overpayments on payoffs and any unpaid out-of-pocket expenses incurred by the Servicer during the related Due Period.

“ Administration Agreement ” shall mean the administration agreement, dated as of May 1, 2006, by and among the Administrator, the Owner Trustee, the Issuer and the Indenture Trustee, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Administrator ” shall mean Bluegreen or any successor under the Administration Agreement.

“ Administrator Fee ” shall equal on each Payment Date an amount equal to the product of (i) one-twelfth and (ii) (A) if Bluegreen or an affiliate thereof is the Administrator, $1,000.00 and (B) if Wilmington Trust Company is the Administrator, $20,000.00.

“ Adverse Claim ” shall mean any claim of ownership or any lien, security interest, title retention, trust or other charge or encumbrance, or other type of preferential arrangement having the effect or purpose of creating a lien or security interest, other than the interests created under the Indenture or any other Transaction Document in favor of the Indenture Trustee and the Noteholders.

“ Affiliate ” shall mean any Person: (a) which directly or indirectly controls, or is controlled by, or is under common control with such Person; (b) which directly or indirectly beneficially owns or holds five percent (5%) or more of the voting stock of such Person; or (c) for which five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by such Person; provided , however , that under no circumstances shall the (i) Owner Trustee be deemed to be an Affiliate of the Issuer, the Depositor or the Trust Owner, nor shall any of such parties be deemed to be an Affiliate of the Owner Trustee or (ii) Bluegreen be deemed an Affiliate of any 5% or greater shareholder of Bluegreen or any Affiliate of such shareholder who is not a Direct Affiliate (as defined herein) of Bluegreen, nor shall any such shareholder be deemed to be an Affiliate of Blugreen. The term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. For purposes of this definition, any entity included in Bluegreen’s GAAP consolidated financial statements shall be Affiliates of Bluegreen (a “ Direct Affiliate ”).

“ Agent ” shall mean Branch Banking and Trust Company, a North Carolina corporation and its successors and assigns under the Note Funding Agreement.

“ Aggregate Initial Loan Balance ” shall mean the sum of all the Cut-Off Date Loan Balances.

“ Aggregate Initial Note Balance ” shall mean the sum of all Borrowings on each Funding Date.

- 2 -

“ Aggregate Loan Balance ” means the sum of the Loan Balances for all Timeshare Loans.

“ Aggregate Outstanding Note Balance ” is equal to the sum of the Outstanding Note Balances for all Classes of Notes.

“ Aggregate Principal Distribution Amount ” shall equal on each Payment Date, the amount of principal that must be repaid on all Classes of Notes such that a Borrowing Base Deficiency will not occur, giving effect to distributions made pursuant to Section 3.4(a)(xv) – (xix) of the Indenture on each Payment Date; provided , however , after the Facility Termination Date, upon written notice by the Agent to the Issuer and the Servicer, the Aggregate Principal Distribution Amount shall equal the Aggregate Outstanding Note Balance (such notice, a “ Facility Termination Date Notice ”).

“ Amendment Date ” shall mean September 2, 2010.

“ Approved Resort ” shall mean as the context shall require, an Initial Approved Opinion Resort, an Initial Approved Non-Opinion Resort, an Additional Approved Opinion Resort and/or an Additional Approved Non-Opinion Resort.

“ Aruba Club Loans ” shall mean all timeshare loans originated by the Aruba Originator on or after January 26, 2004 each secured by Co-op Shares, which entitle the owner thereof to use and occupy a fixed Unit at La Cabana Resort.

“ Aruba Loans ” shall mean collectively, the Aruba Club Loans and the Aruba Non-Club Loans.

“ Aruba Non-Club Loans ” shall mean timeshare loans originated by the Aruba Originator prior to January 26, 2004, each evidenced by a Finance Agreement for the purchase of Co-op Shares.

“ Aruba Originator ” shall mean Bluegreen Properties, N.V., an Aruba corporation.

“ Association ” shall mean the not-for-profit corporation or cooperative association responsible for operating a Resort.

“ Assumption Date ” shall have the meaning specified in the Backup Servicing Agreement.

- 3 -

“ Authorized Officer ” shall mean, with respect to any corporation, limited liability company or partnership, the Chairman of the Board, the President, any Senior Vice President, any Vice President, the Secretary, the Treasurer, any Assistant Secretary, any Assistant Treasurer, Managing Member and each other officer of such corporation or limited liability company or the general partner of such partnership specifically authorized in resolutions of the Board of Directors of such corporation or managing member of such limited liability company to sign agreements, instruments or other documents in connection with the Indenture on behalf of such corporation, limited liability company or partnership, as the case may be.

“ Available Commitment ” shall mean, on any day for a Committed Purchaser, such Purchaser’s Commitment in effect on such day minus such Purchaser’s pro rata interest (calculated on the basis of advances made by such Purchaser in respect of Borrowings,) in the Outstanding Note Balance of each Class of Notes on such day.

“ Available Funds ” shall mean for any Payment Date, (A) all funds on deposit in the Collection Account after making all transfers and deposits required from (i) the Lockbox Account pursuant to the Lockbox Agreement, (ii) the General Reserve Account pursuant to Section 3.2(b) of the Indenture, (iii) the Seller or the Depositor, as the case may be, pursuant to Section 4.6 of the Indenture, (iv) the Servicer pursuant to the Indenture, (v) any payment received in respect of any Hedge Agreement, plus (B) all investment earnings on funds on deposit in the Collection Account from the immediately preceding Payment Date through such Payment Date, less (C) amounts on deposit in the Collection Account related to collections related to any Due Periods subsequent to the Due Period related to such Payment Date, less (D) any Additional Servicing Compensation on deposit in the Collection Account, less (E) Misdirected Deposits, if any.

“ Backup Servicer ” shall mean Concord Servicing Corporation, an Arizona corporation, and its permitted successors and assigns.

“ Backup Servicing Agreement ” shall mean the backup servicing agreement, dated as of May 1, 2006, by and among the Issuer, the Depositor, the Servicer, the Backup Servicer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Backup Servicing Fee ” shall on each Payment Date (so long as Concord Servicing Corporation is the Backup Servicer), be equal to:

(A) prior to the removal or resignation of Bluegreen, as Servicer, the greater of (i) $1,000.00 and (ii) the product of (1)(x) $0.10 and (y) the number of Timeshare Loans in the Trust Estate at the end of the related Due Period up to 20,000 and (2)(x) $0.075 and (y) the number of Timeshare Loans in the Trust Estate at the end of the related Due Period in excess of 20,000, and

(B) after the removal or resignation of Bluegreen, as Servicer, an amount equal to the product of (i) one-twelfth of 1.50% and (ii) the Aggregate Loan Balance as of the first day of the related Due Period.

- 4 -

“ Bankruptcy Code ” shall mean the federal Bankruptcy Code, as amended (Title 11 of the United States Code).

“ Beneficiary ” shall be as defined in the Club Trust Agreement.

“ Benefit Plan ” shall mean an “employee benefit plan” as defined in Section 3(3) of ERISA, or any other “plan” as defined in Section 4975(e)(1) of the Code, that is subject to the prohibited transaction rules of ERISA or of Section 4975 of the Code or any plan that is subject to any substantially similar provision of federal, state or local law.

“ Bluegreen ” shall mean Bluegreen Corporation, a Massachusetts corporation, and its permitted successors and assigns.

“ Bluegreen Club Resort ” shall mean a Resort where Bluegreen acquired or developed a significant number of vacation ownership interests associated with such Resort, even if substantially all of the vacation ownership interests have been sold to consumers.

“ Borrowing ” shall mean a borrowing made by the Issuer pursuant to the terms and conditions of the Indenture and the Note Funding Agreement.

“ Borrowing Base ” shall mean, on any Determination Date, an amount equal to the product of (x) the Borrowing Base Percentage and (y)(1) the Aggregate Loan Balance as of the close of business on the last day of the related Due Period less (2) without duplication, (A) the Excluded Loan Balance, (B) the aggregate Loan Balance of all Defaulted Timeshare Loans, (C) the aggregate Loan Balance of Timeshare Loans that are determined to be Defective Timeshare Loans as of the close of business on the last day of the related Due Period and (D) the aggregate Loan Balance of all Qualified Substitute Timeshare Loans for which a Custodian’s Certification delivered pursuant to the terms of the Custodial Agreement by the Determination Date for the related Due Period has not been received by the Agent and the Servicer.

“ Borrowing Base Percentage ” shall mean, on the Determination Date, the lower of (i) the Aggregate Outstanding Note Balance as of the end of the related Due Period, divided by the sum of (A) (1) the Aggregate Loan Balance as of the close of business on the day prior to the first day of the related Due Period less (2) without duplication, (a) the Excluded Loan Balance, (b) the aggregate Loan Balance of all Defaulted Timeshare Loans, (c) the aggregate Loan Balance of Timeshare Loans that are determined to be Defective Timeshare Loans as of the close of business on the last day of the related Due Period and (d) the aggregate Loan Balance of all Qualified Substitute Timeshare Loans for which a Custodian’s Certification delivered pursuant to the terms of the Custodial Agreement by the Determination Date for the related Due Period has not been received by the Agent and the Servicer and (B) the Aggregate Loan Balance of Funding Date Timeshare Loans related to all Borrowings that occurred during the related Due Period; (ii) the Borrowing Base Percentage calculated for the immediately prior Determination Date, and (iii) 100% less the percentage credit enhancement required by the Rating Agency to achieve a rating of “BBB” (or the equivalent) with respect to a securitization of timeshare loans similar to the Timeshare Loans in the Trust Estate plus, in the case of clause (iii) only, 2.0%. With respect to clause (iii) of this definition, the percentage credit enhancement

- 5 -

shall be determined either by special request to the Rating Agency or by reference to recent securitization transactions of timeshare loans originated by Bluegreen and its Affiliates.

“ Borrowing Base Deficiency ” shall mean on any Determination Date, the excess if any, of the Aggregate Outstanding Note Balance as of the last day of the related Due Period over the Borrowing Base as of such Determination Date.

“ Borrowing Notice ” shall have the meaning specified in Section 2.1(d) of the Note Funding Agreement.

“ Boyne Resort ” shall mean the Resort located in Michigan known as Mountain Run at Boyne™.

“ Business Day ” shall mean any day other than (i) a Saturday, a Sunday, (ii) a day on which banking institutions in New York City, Wilmington, Delaware, the State of Florida, the city in which the Servicer is located or the city in which the Corporate Trust Office of the Indenture Trustee is located are authorized or obligated by law or executive order to be closed or (iii) a day on which the Bond Market Association recommends to be closed.

“ Casa del Mar Resort ” shall mean the Resort located in Florida known as Casa del Mar Beach Resort™.

“ Cash Accumulation Event ” shall exist on any Determination Date if (A) for the last six Due Periods, the average Delinquency Level (Trust Estate) for Timeshare Loans is greater than 8%, or (B) for the last six Due Periods, the average Default Level (Trust Estate) is greater than 10%. A Cash Accumulation Event shall be deemed to be continuing until waived by the Agent in its sole discretion.

“ Certificate ” shall mean a Trust Certificate or a Residual Interest Certificate, as applicable.

“ Certificate Distribution Account ” shall have the meaning specified in Section 5.01 of the Trust Agreement.

“ Certificate of Trust ” shall mean the Certificate of Trust in the form attached as Exhibit A to the Trust Agreement.

“ Certificateholders ” shall mean the holders of the Certificates.

“ Class ” shall mean, as the context may require, any of the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes or the Class E Notes.

“ Class A Notes ” shall have the meaning specified in the Recitals of the Issuer in the Indenture.

“ Class B Notes ” shall have the meaning specified in the Recitals of the Issuer in the Indenture.

- 6 -

“ Class C Notes ” shall have the meaning specified in the Recitals of the Issuer in the Indenture.

“ Class D Notes ” shall have the meaning specified in the Recitals of the Issuer in the Indenture.

“ Class E Notes ” shall have the meaning specified in the Recitals of the Issuer in the Indenture.

“ Clean-up Call Date ” shall mean the first date on which the Aggregate Outstanding Note Balance is less than or equal to 10% of the then Aggregate Initial Note Balance.

“ Closing Date ” shall mean May 25, 2006.

“ Club ” shall mean Bluegreen Vacation Club Trust, formed pursuant to the Club Trust Agreement, doing business as Bluegreen Vacation Club.

“ Club Loans ” means, collectively, the Deeded Club Loans and the Aruba Club Loans.

“ Club Originator ” shall mean Bluegreen, in its capacity as an Originator.

“ Club Trustee ” shall mean Vacation Trust, Inc., a Florida corporation, in its capacity as trustee under the Club Trust Agreement, and its permitted successors and assigns.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time and any successor statute, together with the rules and regulations thereunder.

“ Collection Account ” shall mean the account established and maintained by the Indenture Trustee pursuant to Section 3.2(a) of the Indenture.

- 7 -

“ Collection Policy ” shall mean the collection policy of the initial servicer, in effect on September 2, 2010, attached to the Indenture as Exhibit J, as the same may be amended from time to time in accordance with the Indenture.

“ Collections ” shall mean all amounts received in connection with a Timeshare Loan.

“ Committed Purchaser ” shall mean any Purchaser which has a Commitment as set forth in its respective Joinder Supplement and any Assignee of such Purchaser to the extent of the portion of such Commitment assumed by such Assignee pursuant to its respective Transfer Supplement (so long as the Commitments are in effect).

“ Commitment ” shall mean with respect to a Committed Purchaser, the maximum amount of such Purchaser’s commitment to make advances to the Issuer as set forth in the Joinder Supplement or the Transfer Supplement by which such Purchaser became a party to the Note Funding Agreement.

“ Commitment Expiration Date ” shall be August 31, 2011 or such later date as specified in writing to the Issuer by all Committed Purchasers in their sole discretion.

“ Commitment Percentage ” shall mean with respect to a Committed Purchaser, such Purchaser’s Commitment as a percentage of all Commitments.

“ Completed Unit ” shall mean a Unit at a Resort which has been fully constructed and furnished, has received a valid permanent certificate of occupancy, is ready for occupancy and is subject to a time share declaration.

“ Confidential Information ” means information obtained by any Noteholder including, without limitation, related to the Notes and the Transaction Documents, that is proprietary in nature and that was clearly marked or labeled as being confidential information of the Issuer, the Servicer or their Affiliates, provided that such term does not include information that (a) was publicly known or otherwise known to the Noteholder prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by such Noteholder or any Person acting on its behalf, (c) otherwise becomes known to the Noteholder other than through disclosure by the Issuer, the Servicer or their Affiliates or (d) any other public disclosure authorized by the Issuer or the Servicer.

“ Consolidated Net Worth ” shall mean on a consolidated basis for Bluegreen and its subsidiaries, at any date, (i) the sum of (a) capital stock taken at par or stated value plus (b) capital of Bluegreen in excess of par or stated value relating to capital stock plus (c) accumulated other comprehensive income plus (d) retained earnings (or minus any retained earning deficit) of Bluegreen, determined in accordance with GAAP minus (ii) the sum of treasury stock, capital stock subscribed for and unissued and other contra-equity accounts, determined in accordance with GAAP, and adding back (iii) any reduction of Bluegreen’s and its Subsidiaries’ equity, on a consolidated basis, as the result of other non-cash charges (including, but not limited to, asset impairment charges and non-cash loss on sale of assets) occurring after the Amendment Date

- 8 -

solely with respect Bluegreen Communities; provided that the amounts added back in this clause (iii) shall not exceed $20,000,000.

“ Continued Errors ” shall have the meaning specified in Section 5.4 of the Indenture.

“ Conversion Loan ” shall mean a loan originated to finance the fee related to the conversion of an Oasis Lakes Loan, a non-Club RDI Loan, an Aruba Non-Club Loan or other non-Club Loan to a Club Loan.

“ Co-op Shares ” shall mean a share certificate issued by the timeshare cooperative association of La Cabana Resort, which entitles the owner thereof the right to use and occupy a fixed Unit at a fixed period of time each year at La Cabana Resort.

“ Corporate Trust Office ” shall mean the office of the Indenture Trustee located in the State of Minnesota, which office is at the address set forth in Section 13.3 of the Indenture.

“ Credit Card Account ” shall mean the deposit account (account number 005566378569) established at the Lockbox Bank, which shall be a non-interest bearing account.

“ Credit Card Timeshare Loan ” shall mean a Timeshare Loan where the Obligor makes its payments due on such Timeshare Loan with credit card payment arrangements.

“ Credit Policy ” shall mean the credit and underwriting policy of the Originators, in effect on September 2, 2010, attached to the Indenture as Exhibit K, as the same may be amended from time to time in accordance with the Indenture.

“ Custodial Agreement ” shall mean the custodial agreement, dated as of May 1, 2006 by and among the Issuer, the Depositor, the Servicer, the Backup Servicer, and the Indenture Trustee and Custodian, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof providing for the custody and maintenance of the Timeshare Loan Documents relating to the Timeshare Loans.

“ Custodian ” shall mean U.S. Bank National Association, a national banking association, or its permitted successors and assigns.

“ Custodian Fees ” shall mean for each Payment Date, the fee payable by the Issuer to the Custodian in accordance with the Custodial Agreement.

“ Cut-Off Date ” shall mean with respect to a Timeshare Loan, the date specified in the Schedule of Timeshare Loans as the date after which all subsequent Collections related to such Timeshare Loans are sold by the Seller to the Depositor and by the Depositor to the Issuer.

“ Cut-Off Date Loan Balance ” shall mean the Loan Balance of a Timeshare Loan on its related Cut-Off Date.

- 9 -

“ Deeded Club Loan ” shall mean a timeshare loan (including a Wilderness Loan) originated by the Club Originator and evidenced by a Mortgage Note and secured by a first Mortgage on a fractional fee simple timeshare interest in a Unit or an undivided interest in a Resort (or a phase thereof) associated with a Unit.

“ Default ” shall mean an event which, but for the passage of time or the giving of notice or both, would constitute an Event of Default under the Indenture.

“ Default Level (Trust Estate) ” shall mean for any Due Period, the product of (i) 12 and (ii) the sum of the Loan Balances of Timeshare Loans in the Trust Estate that became Defaulted Timeshare Loans during such Due Period less the Loan Balances of Defaulted Timeshare Loans that subsequently became current during such Due Period which are still subject to the Lien of the Indenture at such time, divided by the Aggregate Loan Balance of all Timeshare Loans in the Trust Estate on the last day of such Due Period (expressed as a percentage).

“ Default Level (Portfolio) ” shall mean for any Test Date, the product of (i) 12 and (ii) (A) the sum of the Loan Balances of Portfolio Loans serviced by the Servicer for which all or a part of a scheduled payment became more than 120 days delinquent (other than if such payment relates to the first or second payment (which for the avoidance of doubt shall not be used in any manner for these calculations)) from the related due date as of the end of the related calendar month less the Loan Balances of such Timeshare Loans that subsequently became current during such calendar month, divided by (B) the Aggregate Loan Balance of all Portfolio Loans serviced by the Servicer on the last day of such calendar month (expressed as a percentage).

“ Defaulted Timeshare Loan ” is any Timeshare Loan for which any of the following events may have occurred: (i) the Servicer has commenced cancellation or termination proceedings on the related Timeshare Loan after collection efforts have failed in accordance with its Collection Policy or (ii) as of the last day of any Due Period, all or part of a scheduled payment under the Timeshare Loan is more than 90 days delinquent from the related due date.

“ Defective Timeshare Loan ” shall have the meaning specified in Section 4.6 of the Indenture.

“ Delinquency Level (Trust Estate) ” shall mean for any Due Period, an amount equal to the sum of the Loan Balances of Timeshare Loans (other than Defaulted Timeshare Loans) in the Trust Estate that are 31 days or more delinquent on the last day of such Due Period divided by the Aggregate Loan Balance of all Timeshare Loans in the Trust Estate as of the last day of such Due Period (expressed as a percentage).

“ Delinquency Level (Portfolio) ” shall mean for any Test Date, an amount equal to the sum of the Loan Balances of Portfolio Loans (other than the sum of the Loan Balances of Portfolio Loans serviced by the Servicer for which all or a part of a scheduled payment is more than 120 days delinquent from the related due date as of the end of the related calendar month) at such Test Date serviced by the Servicer that are 31 days or more delinquent as of such Test Date

- 10 -

divided by the Aggregate Loan Balance of all Portfolio Loans serviced by the Servicer as of such Test Date (expressed as a percentage).

“ Depositor ” shall mean Bluegreen Timeshare Finance Corporation I, a Delaware Corporation, and its permitted successors and assigns.

“ Determination Date ” shall mean with respect to any Payment Date, the day that is five Business Days prior to such Payment Date.

“ Developer ” shall mean Bluegreen Vacations Unlimited, Inc., a Florida corporation, and its permitted successors and assigns.

“ Due Period ” shall mean with respect to any Payment Date, the period from the 16 ^th day of the second preceding calendar month to the 15 ^th day of the preceding calendar month. The initial Due Period for the Initial Payment Date, shall be the period beginning on the day after the initial Cut-Off Date and ending on, and including, the 15 ^th day of the month immediately succeeding the initial Cut-Off Date.

“ Eligible Bank Account ” shall mean a segregated account, which may be an account maintained by the Indenture Trustee, which is either (a) maintained with a depository institution or trust company whose long-term unsecured debt obligations are rated at least “A” by Fitch and “A2” by Moody’s and whose short-term unsecured obligations are rated at least “A-1” by Fitch and “P-1” by Moody’s; or (b) a trust account or similar account maintained at the corporate trust department of the Indenture Trustee held in the name of and for the benefit of the Noteholders.

“ Eligible Investments ” shall mean one or more of the following:


	(a) obligations of, or guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

	(b) federal funds, certificates of deposit, time deposits and bankers’ acceptances, each of which shall not have an original maturity of more than 90 days, of any depository institution or trust company incorporated under the laws of the United States or any state; provided that the long-term unsecured debt obligations of such depository institution or trust company at the date of acquisition thereof have been rated by each Rating Agency in one of the three highest rating categories available from S&P and no lower than A2 by Moody’s; and provided, further, that the short-term obligations of such depository institution or trust company shall be rated in the highest rating category by such Rating Agency;

	(c) commercial paper or commercial paper funds (having original maturities of not more than 90 days) of any corporation incorporated under the laws of the United States or any state thereof; provided that any such commercial

- 11 -


	paper or commercial paper funds shall be rated in the highest short-term rating category by each Rating Agency;

	(d) any no-load money market fund rated (including money market funds managed or advised by the Indenture Trustee or an Affiliate thereof) in the highest short-term rating category or equivalent highest long-term rating category by each Rating Agency; provided that, Eligible Investments purchased from funds in the Eligible Bank Accounts shall include only such obligations or securities that either may be redeemed daily or mature no later than the Business Day next preceding the next Payment Date; and

	(e) demand and time deposits in, certificates of deposit of, bankers’ acceptances issued by, or federal funds sold by any depository institution or trust company (including the Indenture Trustee or any Affiliate of the Indenture Trustee, acting in its commercial capacity) incorporated under the laws of the United States of America or any State thereof and subject to supervision and examination by federal and/or state authorities, so long as, at the time of such investment, the commercial paper or other short-term deposits of such depository institution or trust company are rated at least P-1 by Moody’s and at least A-1 by S&P;

“ Eligible Owner Trustee ” shall have the meaning specified in Section 10.01 of the Trust Agreement.

“ Eligible Timeshare Loan ” shall mean a Timeshare Loan which satisfied the representations and warranties set forth in Schedule I of the Purchase Agreement and the Sale Agreement on the date such Timeshare Loan was transferred by Bluegreen to the Depositor pursuant to the Purchase Agreement and by the Depositor to the Issuer pursuant to the Sale Agreement; provided , however , that any Timeshare Loan that becomes a Defaulted Timeshare Loan shall cease to be an Eligible Timeshare Loan; provided , further , as of any Determination Date that any Qualified Substitute Timeshare Loan for which a Custodian’s Certification delivered pursuant to the terms of the Custodial Agreement is not received by the Agent and the Servicer, shall cease to be an Eligible Timeshare Loan.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Errors ” shall have the meaning specified in Section 5.4 of the Indenture.

“ Event of Default ” means any one of the following events:

- 12 -

(a) a default in the making of Interest Distribution Amounts, Principal Distribution Amounts or any other payments in respect of any Note when such become due and payable, and continuance of such default for three Business Days, (or, in the case that such default relates to the failure to pay the Aggregate Outstanding Note Balance following a Facility Termination Date Notice, the continuance of such default for 90 days);

(b) a non-monetary default in the performance, or breach, of any covenant of the Issuer, the Servicer, the Depositor or the Club Trustee in the Indenture or other Transaction Document (other than a covenant dealing with a default in the performance of which, or the breach of which, is specifically dealt with elsewhere in this definition or as a Servicer Event of Default) and the continuance of such default or breach for a period of 30 days (or, if the defaulting party shall have provided evidence satisfactory to the Agent at its sole discretion (1) that such breach cannot be cured in the 30-day period, (2) that such breach can be cured within an additional 30-day period and (3) that it is diligently pursuing a cure, then 60 days) after the earlier of (x) the Issuer first acquiring Knowledge thereof, and (y) the Indenture Trustee’s or Agent’s giving written notice thereof to the Issuer; provided , however , that if such default or breach is in respect of (1) the negative covenants contained in Section 8.6(a)(i) or (ii) of the Indenture or (2) a breach that cannot be cured, there shall be no grace period whatsoever; or

(c) if any representation or warranty of the Issuer, the Servicer, the Depositor or the Club Trustee made in the Indenture or other Transaction Document shall prove to be incorrect in any material respect as of the time when the same shall have been made, and such breach is not remedied within 30 days (or, if the defaulting party shall have provided evidence satisfactory to the Agent at its sole discretion (1) that such representation or warranty cannot be cured in the 30-day period, (2) that such representation or warranty can be cured within an additional 30-day period and (3) that it is diligently pursuing a cure, then 60 days) after the earlier of (x) the Issuer first acquiring Knowledge thereof, and (y) the Indenture Trustee’s or Agent’s giving written notice thereof to the Issuer; provided , however , if such breach is in respect of a representation or warranty that cannot be cured, there shall be no grace period whatsoever; or

(d) the entry by a court having jurisdiction over the Issuer of (i) a decree or order for relief in respect of the Issuer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Issuer as a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Issuer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Issuer, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

- 13 -

proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Issuer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the Issuer’s failure to pay its debts generally as they become due, or the taking of corporate action by the Issuer in furtherance of any such action; or

(f) the Issuer becoming subject to registration as an “investment company” under the Investment Company Act of 1940, as amended; or

(g) the impairment of the validity of any security interest of the Indenture Trustee in the Trust Estate in any material respect, except as expressly permitted under the Transaction Documents, or the creation of any material encumbrance on or with respect to the Trust Estate or any portion thereof not otherwise permitted, which is not stayed or released within ten (10) days of the Issuer having Knowledge of its creation; or

(h) the failure by the Club Originator to repurchase any Defective Timeshare Loan or provide a Qualified Substitute Timeshare Loan for a Defective Timeshare Loan to the extent required under the terms of Purchase Agreement; or

(i) the occurrence and continuance of a Servicer Event of Default.

“ Exchange Act ” shall mean the United Stated Securities Exchange Act of 1934, as amended.

“ Excluded Loan Balance ” shall mean on any date of determination, without duplication, the sum of the following:

(a) the amount by which the aggregate Loan Balance of Eligible Timeshare Loans relating to an Obligor or group of Affiliate Obligors exceeds 0.20% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

(b) the amount by which the aggregate Loan Balance of any Eligible Timeshare Loans relating to any Obligor or Affiliate Obligors exceeds $100,000, plus

(c) the amount by which the aggregate Loan Balance of Aruba Loans relating to Obligors that are non-United States resident exceeds 40% of the Aggregate Loan Balance of all Aruba Loans, plus

(d) the amount by which the aggregate Loan Balance of Eligible Timeshare Loans relating to Obligors that are non-United States residents exceeds 5% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

- 14 -

(e) the amount by which the aggregate Loan Balance of Eligible Timeshare Loans relating to Aruba Loans exceeds 5% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

(f) the amount by which the aggregate Loan Balance of Eligible Timeshare Loans relating to Aruba Loans exceeds 5% of the Maximum Facility Balance, plus

(g) the amount of the aggregate Loan Balance of Eligible Timeshare Loans with a Timeshare Loan Rate of less than 14.40% necessary to increase the weighted average Timeshare Loan Rate (weighted on the basis of Loan Balance) of all Eligible Timeshare Loans to at least 14.40%, plus

(h) the amount by which the aggregate Loan Balance of Eligible Timeshare Loans relating to any one Resort exceeds 40% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

(i) the amount by which the aggregate Loan Balance of Eligible Timeshare Loans relating to Obligors with billing addresses in any one state exceeds 20% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

(j) the amount by which the aggregate Loan Balance of all Eligible Timeshare Loans for which the related Obligor is an employee or a relative of an employee of Bluegreen or any Subsidiary thereof exceeds 0.5% of the Aggregate Loan Balance of all Eligible Timeshare Loans, plus

(k) the aggregate Timeshare Loan File Deficiency Excluded Balance; plus

(l) the amount by which the aggregate Loan Balance of Eligible Timeshare Loans relating to 50/50 Loans exceeds 5% of the Aggregate Loan Balance of all Eligible Timeshare Loans; plus

(m) the amount by which the aggregate Loan Balance of all Eligible Timeshare Loans which terms thereof have been modified, waived or amended exceeds the maximum specified in Section 5.3(a)(ix) of the Indenture; plus

(n) the amount by which the aggregate Loan Balance of all Eligible Timeshare Loans relating to an Initial Approved Non-Opinion Resort or an Additional Approved Non-Opinion Resort exceeds 3% of the Aggregate Loan Balance of all Eligible Timeshare Loans; plus

(o) the amount by which the aggregate Loan Balance of Large Loans exceeds 1% of the Aggregate Loan Balance of all Eligible Timeshare Loans; plus

(p) with respect to each Large Loan, the amount of the Loan Balance of such Large Loan in excess of $85,000; plus

- 15 -

(q) the amount by which the aggregate Loan Balance of all Wilderness Loans exceeds 25% of the Aggregate Loan Balance of all Eligible Timeshare Loans; plus

(r) the amount by which the aggregate Loan Balance of all Eligible Timeshare Loans relating to Credit Card Timeshare Loans exceeds 2% of the Aggregate Loan Balance of all Eligible Timeshare Loans; plus

(s) the amount by which the aggregate Loan Balance of all Eligible Timeshare Loans for which the related Obligor does not have a FICO Score exceeds 3.5% of the Aggregate Loan Balance of all Eligible Timeshare Loans.

“ Facility Termination Date ” shall mean the earliest of (i) the Commitment Expiration Date, (ii) the date of any termination of the Note Funding Agreement by the Issuer pursuant to Section 2.2(a) thereof, (iii) the date the Commitments are terminated pursuant to Section 2.5 of the Note Funding Agreement (except if such termination is a result of a Cash Accumulation Event), (iv) the Stated Maturity, and (v) the occurrence of the Servicer Event of Default set forth in clause (o) of the definition thereof for which the indebtedness under the related Material Credit Facility has been accelerated.

“ Facility Termination Date Notice ” shall have the meaning ascribed to such term in the definition of “Aggregate Principal Distribution Amount” herein.

“ Federal Funds Rate ” will be determined by the Agent for any Payment Date on the second Business Day prior to the commencement of the related Interest Accrual Period on the basis of the interest rate at which depository institutions lend balances at the Federal Reserve to other depository institutions overnight. The establishment of the Federal Funds Rate by the Agent shall (in the absence of manifest error) be final and binding.

“ Fee Letter ” shall mean those letter agreements each designated therein as a Fee Letter and dated as of September 2, 2010, among the Agent, the Placement Agent, the Issuer and Bluegreen, as such letter agreement may be amended or otherwise modified from time to time.

“ Fees ” shall mean the fees set forth in the Fee Letter.

“ FICO Score ” shall mean a credit risk score known as a “FICO® Score” and determined by the Fair Isaac Company system implemented by Experian or a successor acceptable to the Agent, in its reasonable discretion, for a consumer borrower through the analysis of individual credit files. In the event that such credit risk scoring program ceases to exist, the Agent and the Seller may select a successor credit risk scoring program as mutually agreed.

In the event that an Obligor consists of more than one individual (e.g., husband and wife) (an “ Obligor Group ”), with respect to Funding Date Timeshare Loans, the FICO Score for such Obligor Group shall be based on the simple average (if the individuals in the group are not jointly and severally liable) and the highest (if the individuals in the group are jointly and severally liable) of the FICO Scores for all individuals who have a FICO Score in such Obligor Group. If all individuals in an Obligor Group have no FICO Score, then the Obligor Group shall

- 16 -

be considered to have no FICO Score. In each case listed in this paragraph, such FICO Score is as determined at the point of sale.

“ Finance Agreement ” shall mean a purchase and finance agreement between an Obligor and the Aruba Originator pursuant to which such Obligor finances the purchase of Co-op Shares.

“ Force Majeure Delay ” shall mean with respect to the Servicer, any cause or event which is beyond the control and not due to the negligence of the Servicer, which delays, prevents or prohibits such Person’s delivery of the reports required to be delivered or the performance of any other duty or obligation of the Servicer under the Indenture as the case may be, including, without limitation, computer, electrical and mechanical failures, acts of God or the elements and fire; provided , that no such cause or event shall be deemed to be a Force Majeure Delay unless the Servicer shall have given the Agent written notice thereof as soon as practicable after the beginning of such delay.

“ Foreclosure Properties ” shall have the meaning specified in Section 5.3(b) of the Indenture.

“ Funding Date ” shall mean the date on which the Issuer shall make a Borrowing pursuant to the Indenture and the Note Funding Agreement.

“ Funding Date Advance Rate ” shall mean if (i) the Aggregate Outstanding Note Balance is less than $100,000,000, then 67.5%, (ii) the Aggregate Outstanding Note Balance is equal to or greater than $100,000,000 but less than $110,000,000, then 65.0% or (iii) the Aggregate Outstanding Note Balance is greater than $110,000,000, then 62.5%; provided, however, that if a Takeout Financing is completed, the Agent and the Issuer agree to discuss potential amendments to the definition of “Funding Date Advance Rate.”

“ Funding Date Timeshare Loans ” shall mean, with respect to any Borrowing, the Eligible Timeshare Loans to be acquired by the Issuer on the related Funding Date that have a Cut-Off Date of either (a) if such Funding Date occurs on or before the 15 ^th day of the current calendar month, then the 15 ^th day of the immediately preceding calendar month or (b) if such Funding Date occurs after the 15 ^th day of the current calendar month, then the 15 ^th day of the current calendar month.

“ Funding Termination Event ” shall mean the occurrence of any of the following events: (a) an Event of Default shall have occurred, or (b) any representation or warranty made or deemed made by the Issuer, the Depositor, the Seller or the Servicer herein or in any other Transaction Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with the Note Funding Agreement or any such other Transaction Document shall prove to have been incorrect in any material and adverse respect on or as of the date made or deemed made (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); provided that a breach of the Seller’s representation and warranty under Section 6(a) of each of the Sale Agreement or the Purchase Agreement shall be deemed to occur only if the Seller is required to

- 17 -

and does not repurchase or provide substitute Timeshare Loans for the Timeshare Loans causing such violation in accordance with the terms of the Purchase Agreement or Sale Agreement within the time frame provided for therein; or (c) the Issuer, the Depositor, the Seller or the Servicer shall fail to observe or perform any material provision of any other agreement contained in the Note Funding Agreement or any other Transaction Document (other than as provided in paragraphs (a) and (b) of this definition), and such failure shall continue unremedied for a period of five Business Days after the Issuer, the Depositor, the Seller or the Servicer becomes aware of or is notified of such failure; or (d)(i) the Indenture shall cease, for any reason, to be in full force and effect, or the Issuer shall so assert or (ii) the Lien created by the Indenture shall cease to be enforceable and of the same effect and priority purported to be created thereby; or (e) a Cash Accumulation Event shall have occurred.

“ GAAP ” shall mean generally accepted accounting principles as in effect from time to time in the United States of America.

“ General Reserve Account ” shall mean the account maintained by the Indenture Trustee pursuant to Section 3.2(b) of the Indenture.

“ Grant ” shall mean to grant, bargain, convey, assign, transfer, mortgage, pledge, create and grant a security interest in and right of set-off against, deposit, set over and confirm.

“ Hedge Agreement ” shall mean the interest rate cap agreement(s) entered into by the Issuer on each Funding Date in accordance with Section 9.16 of the Note Funding Agreement.

“ Highest Lawful Rate ” shall have the meaning specified in Section 3 of the Sale Agreement.

“ Holder ” or “ Noteholder ” shall mean a holder of a Class A Note, Class B Note, Class C Note, Class D Note or a Class E Note.

“ II ” shall mean Interval International, Inc.

“ Indebtedness ” shall mean with respect to any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services (other than current liabilities incurred in the ordinary course of business and payable in accordance with customary trade practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) all obligations of such Person under capital leases, (c) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (d) all liabilities secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, and (e) all Indebtedness of other Persons to the extent guaranteed by such Person.

- 18 -

“ Indenture ” shall mean that certain Third Amended and Restated Indenture, dated as of August 1, 2010, by and among the Issuer, the Club Trustee, the Servicer, the Backup Servicer, the Indenture Trustee and the Agent, as the same may be amended, supplemented or otherwise modified, from time to time in accordance with the terms thereof.

“ Indenture Trustee Fee ” shall mean for each Payment Date, the sum of (A) $791.67 and (B) until the Indenture Trustee shall become the successor Servicer, the greater of (i) the product of one-twelfth of 0.0175% and the Aggregate Loan Balance as of the first day of the related Due Period and (ii) $1,500.00.

“ Initial Approved Opinion Resorts ” shall mean the following resorts: MountainLoft ^TM , Laurel Crest ^TM , Shore Crest Vacation Villas I and II ^TM , Harbour Lights ^TM , The Lodge Alley Inn ^TM , The Falls Village ^TM , Christmas Mountain Village ^TM , Orlando’s Sunshine Resort ^TM I & II, Solara Surfside ^TM , Shenendoah Crossing ^TM , La Cabana Beach & Racquet Club, Casa del Mar Beach Resort, Grande Villas at World Golf Village®, Mountain Run at Boyne ^TM , The Hammocks at Marathon ^TM , Daytona Seabreeze™, The Suites at Hershey ^TM , Carolina Grande ^TM , The Fountains ^TM , Bluegreen Wilderness Traveler at Shenandoah™, SeaGlass Tower™, Bluegreen Odyssey Dells™, Bluegreen at Atlantic Palace, Bluegreen Club 36 ^TM , Patrick Henry Square ^TM , Bluegreen Club La Pension ^TM , and The Yachtsman.

“ Initial Approved Non-Opinion Resorts ” shall mean the following resorts: Via Roma Beach Resort, Dolphin Beach Club, Fantasy Island Resort II, Gulfstream Manor, Resort Sixty-Six, Outrigger Beach Club, Players Club, Mariner’s Boathouse, Tropical Sands Resort, Windward Passage Resort, Landmark Holiday Beach Resort, Ocean Towers Beach Club, Panama City Resort & Club, Paradise Isle Resort, Shoreline Towers, Surfrider Beach Club, Pono Kai Resort and Lake Condominiums at Big Sky.

“ Initial Funding Date ” shall mean the initial Funding Date.

“ Initial Payment Date ” shall mean the Payment Date occurring after the Initial Funding Date for which there are Available Funds.

“ Intangible Assets ” shall mean a non-physical, non-current right that gives Bluegreen or any of its subsidiaries an exclusive or preferred position in the marketplace including but not limited to a copyright, patent, trademark, goodwill, organization costs, capitalized advertising cost, computer programs, licenses for any of the preceding, government licenses ( e.g., broadcasting or the right to sell liquor), leases, franchises, mailing lists, exploration permits, import and export permits, construction permits, and marketing quotas (all as determined in accordance with GAAP).

“ Intended Tax Characterization ” shall have the meaning specified in Section 4.2(b) of the Indenture.

- 19 -

“ Interest Accrual Period ” shall mean with respect to (i) any Payment Date other than the Initial Payment Date, the period from and including the immediately preceding Payment Date through but not including such Payment Date and (ii) the Initial Payment Date, the period from and including the Initial Funding Date through but excluding the Initial Payment Date.

“ Interest Distribution Amount ”: shall equal, for a Class of Notes and any Payment Date, the sum of (i) interest accrued during the related Interest Accrual Period at the Note Rate on the weighted average of the Outstanding Note Balance of such Class of Notes immediately prior to such Payment Date and (ii) the amount of unpaid Interest Distribution Amounts from prior Payment Dates for such Class of Notes, plus, to the extent permitted by applicable law, interest on such unpaid amount at the Note Rate. The Interest Distribution Amount shall be calculated on an actual/360 basis.

“ Interpretation ” as used in Sections 6.1 and 6.2 of the Note Funding Agreement with respect to any law or regulation means the interpretation or application of such law or regulation by any Governmental Authority (including, without limitation, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to a government), central bank, accounting standards board or any comparable entity.

“ Investing Office ” shall mean initially, the office of any Purchaser (if any) designated as such, in the case of any initial Purchaser, in its Joinder Supplement and, in the case of any Assignee, in the related Transfer Supplement, and thereafter, such other office of such Purchaser or Assignee as may be designated in writing to the Agent, the Issuer, the Servicer and the Indenture Trustee by such Purchaser or Assignee.

“ Issuer ” shall mean BXG Timeshare Trust I, a statutory trust formed under the laws of the State of Delaware pursuant to the Trust Agreement.

“ Issuer Order ” shall mean a written order or request delivered to the Indenture Trustee and signed in the name of the Issuer by an Authorized Officer of the Issuer or Administrator.

“ Knowledge ” means:

(a) as to any natural Person (other than the Indenture Trustee), the actual awareness of the fact, event or circumstance at issue or proper delivery of notification of such fact, event or circumstance; provided , however , that each such Person shall be deemed to have Knowledge of any fact, event or circumstance if such fact, event or circumstance would have been known had such Person exercised commercially reasonable due diligence; and

(b) as to any Person that is not a natural Person (other than the Indenture Trustee), that (i) the fact, event or circumstance at issue is brought to the attention of a Responsible Officer or (ii) notice has been delivered to such Person in accordance with the provisions of the relevant Transaction Documents; provided , however , that each such Person that is not a natural person shall be deemed to have Knowledge of any fact, event or circumstance if such fact, event or circumstance would have been brought to the attention of a Responsible

- 20 -

Officer if the Person or Responsible Officers of such Person had exercised commercially reasonable due diligence; and

(c) with respect to the Indenture Trustee, the actual awareness of the fact, event or circumstance at issue or proper delivery of notification of such fact, event or circumstance.

“ La Cabana Resort ” shall mean the Resort located in Aruba known as the La Cabana Beach Resort and Racquet Club.

“ Land Receivable ” shall mean a loan which was originated in connection with a sale of property by Bluegreen Communities where Bluegreen provided seller financing for the purchase of such property.

“ Large Loan ” shall mean a Timeshare Loan with a Loan Balance in excess of $55,000.

“ Leverage Ratio ” shall mean with respect to any Person as of a date of determination, the ratio of (i) the Total Liabilities (less Subordinated Indebtedness and non-recourse receivables backed notes) of such Person on such date to (ii) the Tangible Net Worth of such Person on such date.

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment for security, security interest, claim, participation, encumbrance, levy, lien or charge.

“ Liquidation Expenses ” shall mean, with respect to the Foreclosure Property related to a Defaulted Timeshare Loan, as of any date of determination, any reasonable out-of-pocket expenses (exclusive of overhead expenses) incurred by the Servicer or the Remarketing Agent in connection with the performance of its obligations under Section 5.3(a)(xiii) in the Indenture or the Remarketing Agreement, as applicable, including, but not limited to, (i) any foreclosure, deed in lieu of foreclosure or termination and other repossession expenses incurred with respect to such Foreclosure Property, (ii) commissions and marketing and sales expenses incurred by the Servicer or the Remarketing Agent with respect to the remarketing of the related Foreclosure Property (including the Remarketing Fee), and (iii) any other fees and expenses reasonably applied or allocated in the ordinary course of business with respect to the Liquidation of a Foreclosure Property (including any assessed and unpaid Association fees and real estate taxes).

“ Liquidation Proceeds ” means with respect to the Liquidation of any Foreclosure Property related to a Defaulted Timeshare Loan, the amounts actually received by the Servicer or the Remarketing Agent in connection with such Liquidation.

- 21 -

“ Loan Balance ” shall mean, for any date of determination, the outstanding principal balance due under or in respect of a Timeshare Loan (including a Defaulted Timeshare Loan). For purposes of clause (ii) of the definition of Default Level (Trust Estate) only, Loan Balance shall be net of Net Liquidation Proceeds from disposition of Timeshare Properties to persons other than the Servicer during such Due Period.

“ Lockbox Account ” shall mean the deposit account maintained at the Lockbox Bank pursuant to the Lockbox Agreement, which shall be a non-interest bearing account.

“ Lockbox Agreement ” shall mean the deposit account control agreement, dated as of May 1, 2006, by and among the Issuer, the Indenture Trustee and the Lockbox Bank, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Lockbox Bank ” shall mean Bank of America, a national banking association or such other provider upon agreement of the Servicer, the Issuer and the Agent.

“ Lockbox Fee ” shall mean on each Payment Date, the fee payable by the Issuer to the Lockbox Bank in accordance with the Lockbox Agreement.

“ Material Credit Facility ” shall mean any credit facility entered into by Bluegreen and/or any of its Affiliates with an outstanding principal balance or commitment of $10,000,000 or greater.

“ Maximum Borrowing Amount ” shall mean, with respect to a Funding Date, an amount equal to the product of (a) the related Funding Date Advance Rate and (b) the aggregate Loan Balance of all related Funding Date Timeshare Loans.

“ Maximum Facility Balance ” shall equal $125,000,000 or such higher or lower amount as shall be agreed upon by the Issuer, Bluegreen, the Purchasers and the Agent; provided, that upon the completion of a Takeout Financing, the Maximum Facility Balance shall not exceed $50,000,000 unless agreed to by the Purchasers and the Agent.

“ Maximum Outstanding Class A Note Balance ” shall equal the product of the Maximum Facility Balance and 31.3253%.

“ Maximum Outstanding Class B Note Balance ” shall equal the product of the Maximum Facility Balance and 16.8675%.

“ Maximum Outstanding Class C Note Balance ” shall equal the product of the Maximum Facility Balance and 24.0964%.

“ Maximum Outstanding Class D Note Balance ” shall equal the product of the Maximum Facility Balance and 13.8554%.

“ Maximum Outstanding Class E Note Balance ” shall equal the product of the Maximum Facility Balance and 13.8554%.

- 22 -

“ Misdirected Deposits ” shall mean such payments that have been deposited to the Collection Account in error.

“ Monthly Servicer Report ” shall have the meaning specified in Section 5.5 of the Indenture.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage ” shall mean, with respect to a Deeded Club Loan, any purchase money mortgage, deed of trust, purchase money deed of trust or mortgage deed creating a first lien on a Timeshare Property to secure debt granted by the Club Trustee on behalf of an Obligor to the Club Originator with respect to the purchase of such Timeshare Property and/or the contribution of the same to the Club and otherwise encumbering the related Timeshare Property to secure payments or other obligations under such Timeshare Loan.

“ Net Liquidation Proceeds ” shall mean with respect to a Liquidation, the positive difference between Liquidation Proceeds and Liquidation Expenses.

“ New Servicing Fee Proposal ” shall have the meaning specified in Section 5.4 of the Indenture.

“ Non-Bluegreen Club Resort ” shall mean a Resort that is not a Bluegreen Club Resort.

“ Note Funding Agreement ” shall mean that certain Third Amended and Restated Note Funding Agreement dated as of August 1, 2010, by and among the Issuer, Bluegreen, the Depositor, the Agent and the Purchasers named therein, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Note Rate ” shall mean if (i) the Aggregate Outstanding Note Balance is less than $100,000,000, then Prime Rate plus 3.50% (ii) the Aggregate Outstanding Note Balance is equal to or greater than $100,000,000 but less than $110,000,000, then Prime Rate plus 4.50% or (iii) the Aggregate Outstanding Note Balance is greater than $110,000,000, then Prime Rate plus 5.50%; provided that if a Takeout Financing is completed, then the Agent and the Issuer agree to discuss potential favorable amendments to the definition of “Note Rate”.

“ Note Register ” shall have the meaning specified in Section 2.4(a) of the Indenture.

“ Note Registrar ” shall have the meaning specified in Section 2.4(a) of the Indenture.

- 23 -

“ Noteholder ” shall mean any holder of a Note of any Class.

“ Notes ” shall mean collectively, the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.

“ Oasis Lakes Loan ” shall mean a loan which was originated in connection with a sale of timeshare properties at the Oasis Lakes Resort by Lake Eve Development.

“ Obligor ” shall mean the related obligor under a Timeshare Loan.

“ Officer’s Certificate ” shall mean a certificate executed by a Responsible Officer of the applicable party.

“ Opinion of Counsel ” shall mean a written opinion of counsel, in each case acceptable to the addressees thereof.

“ Optional Purchase Limit ” shall mean, on any date, an amount equal to (x) 15% of the then Aggregate Initial Loan Balance less (y) the aggregate Loan Balances (as of the related purchase dates or release dates, as applicable) of all Defaulted Timeshare Loans (a) previously purchased by the Seller pursuant to Section 6(c) of the Sale Agreement or Section 6(c) of the Purchase Agreement and (b) previously released pursuant to Section 4.7(c) of the Indenture.

“ Optional Redemption ” shall mean an election by the Issuer to redeem the Notes pursuant to Section 14.1(b) of the Indenture.

“ Optional Substitution Limit ” shall mean, on any date, an amount equal to (x) 20% of the then Aggregate Initial Loan Balance less (y) the aggregate Loan Balances (as of the related Transfer Dates) of all Defaulted Timeshare Loans previously substituted by the Club Originator pursuant to Section 6(c) of the Sale Agreement or Section 6(c) of the Purchase Agreement.

“ Original Club Loan ” shall mean a Timeshare Loan for which the related Obligor has elected to effect and the Club Originator has agreed to effect an Upgrade.

“ Originator ” shall mean either the Club Originator or the Aruba Originator.

“ Outstanding ” shall mean, with respect to the Notes and Borrowings evidenced thereby, as of any date of determination, all Notes theretofore authenticated and delivered under the Indenture except:

(a) Notes theretofore canceled by the Indenture Trustee or delivered to the Indenture Trustee for cancellation;

(b) Notes or portions thereof for whose payment money in the necessary amount has been theretofore irrevocably deposited with the Indenture Trustee in trust for the holders of such Notes or previously paid; and

- 24 -

(c) Notes in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to the Indenture unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a Person in whose hands the Note is a valid obligation; provided , however , that in determining whether the holders of the requisite percentage of the Outstanding Note Balance of the Notes have given any request, demand, authorization, direction, notice, consent, or waiver under the Indenture, Notes owned by Bluegreen, the Depositor, the Issuer or any Affiliate of the foregoing shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Notes that a Responsible Officer of the Indenture Trustee actually has notice are so owned shall be so disregarded.

“ Outstanding Note Balance ” shall mean as of any date of determination and Class of Notes, the aggregate amount of Borrowings Outstanding in respect of such Class; provided , however , to the extent that for purposes of consents, approvals, voting or other similar act of the Noteholders under any of the Transaction Documents, “Outstanding Note Balance” shall exclude Notes which are held by Bluegreen, the Depositor or any Affiliates thereof.

“ Owner Beneficiary ” shall have the meaning specified in the Club Trust Agreement.

“ Owner Beneficiary Agreement ” shall mean the purchase agreement entered into by each Obligor and the Developer with respect to the Club Loans.

“ Owner Beneficiary Rights ” shall have the meaning specified in the Club Trust Agreement.

“ Owner Trustee ” shall mean Wilmington Trust Company (“WTC”), a Delaware banking corporation, or any successor thereof, acting not in its individual capacity but solely as owner trustee under the Trust Agreement.

“ Owner Trustee Corporate Trust Office ” shall mean Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001.

“ Owner Trustee Fee ” shall mean an annual fee equal to (A) prior to the Owner Trustee becoming successor Administrator, $6,000.00 or (B) upon the Owner Trustee becoming successor Administrator, $5,000.00, which fee shall be due and payable on the first Payment Date of each year during the term hereof occurring after the Issuer’s receipt of an invoice therefor.

“ Payment Date ” shall mean the fifth day of each month, or, if such date is not a Business Day, then the next succeeding Business Day, commencing on the Initial Payment Date.

- 25 -

“ Payment Default Event ” shall have occurred if (i) each Class of Notes shall become due and payable pursuant to paragraph (a) of the definition of Event of Default or (ii) each Class of Notes shall otherwise become due and payable following an Event of Default under the Indenture and the Agent has, in its good faith judgment, determined that the value of the assets comprising the Trust Estate is less than the Aggregate Outstanding Note Balance.

“ Percentage Interest ” shall mean with respect to the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes, the then Outstanding Note Balance of such Class divided by the then Aggregate Outstanding Note Balance expressed as a percentage.

“ Permitted Liens ” shall mean (a) with respect to Timeshare Loans in the Trust Estate, Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable, or such exceptions as may be set forth in any related lender’s title insurance policy or in any related lender’s title insurance commitment as of the applicable Transfer Date, (ii) Liens in favor of the Depositor and the Issuer created pursuant to the Transaction Documents, and (iii) Liens in favor of the Trust and the Indenture Trustee created pursuant to the Indenture; (b) with respect to the related Timeshare Property, materialmen’s, warehousemen’s, mechanic’s and other Liens arising by operation of law in the ordinary course of business for sums not due, (ii) Liens for state, municipal or other local taxes if such taxes shall not at the time be due and payable, (iii) Liens in favor of the Depositor pursuant to the Purchase Agreement, and (iv) the Obligor’s interest in the Timeshare Property under the Timeshare Loan whether pursuant to the Club Trust Agreement or otherwise; and (c) with respect to Timeshare Loans and Related Security in the Trust Estate, any and all rights of the Beneficiaries referred to in the Club Trust Agreement under such Club Trust Agreement.

“ Placement Agent ” shall mean BB&T Capital Markets, a division of Scott & Stringfellow, LLC.

“ Portfolio Loans ” shall mean all assets serviced by the Servicer other than Land Receivables, RDI Loans, Sampler Loans, Conversion Loans and Oasis Lakes Loans.

“ Predecessor Servicer Work Product ” shall have the meaning specified in Section 5.4(b) of the Indenture.

“ Prime Rate ” shall mean the rate of interest per annum publicly announced from time to time by Branch Banking and Trust Company as its prime rate in effect at its office located in Winston-Salem, North Carolina; each change to the Prime Rate shall be effective from and including the date such change is publicly announced as being effective.

- 26 -

“ Principal Distribution Amount ” shall equal for any Payment Date and Class of Notes, the product of (a) such Class’ Percentage Interest and (b) the Aggregate Principal Distribution Amount.

“ Program Fee ” shall have the meaning set forth in the Fee Letter.

“ Purchase Agreement ” shall mean the purchase and contribution agreement, dated as of May 1, 2006, between the Seller and the Depositor pursuant to which the Seller sells, from time to time, Timeshare Loans to the Depositor, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Purchaser ” shall mean a Committed Purchaser.

“ Purchaser/Participant Register ” shall have the meaning specified in Section 8.2 of the Note Funding Agreement.

“ Qualified Hedge Counterparty ” shall mean (a) Branch Banking and Trust Company or an Affiliate thereof or (b) any financial institution with a short term rating of at least “A-1+” from S&P (or “A-1” if such institution has a long term credit rating of “AA” or higher) and “P-1” from Moody’s or (c) for existing Hedge Agreements which may be novated with the Agent’s consent, Barclays Bank plc, Credit Suisse First Boston LLC and ING Capital LLC.

“ Qualified Substitute Timeshare Loan ” shall mean a timeshare loan (i) that, when aggregated with other Qualified Substitute Timeshare Loans being substituted on such Transfer Date, has a Loan Balance, after application of all payments of principal due and received during or prior to the month of substitution, not in excess of the Loan Balance of the Timeshare Loan being substituted on the related Transfer Date, and (ii) that complies, as of the related Transfer Date, with each of the representations and warranties contained in the Sale Agreement and the Purchase Agreement, including that such Qualified Substitute Timeshare Loan is an Eligible Timeshare Loan, (iii) the stated maturity of such Qualified Substitute Timeshare Loan is not later than the Payment Date in September 2022 and (iv) that complies, as of the related Transfer Date, with the representations and warranties in Section 3.2(h) of the Note Funding Agreement; provided that there will be no age requirement if a Qualified Substitute Timeshare Loan is an Upgrade Club Loan replacing an Original Club Loan with the same Obligor.

“ Rating Agency ” shall mean, in the case of the calculation of clause (ii) of the definition of Borrowing Base Percentage, each rating agency for which a special request has been made as to required percentage credit enhancement or each rating agency which shall have provided a rating in a recent securitization of timeshare loans originated by Bluegreen or one of its Affiliates.

“ RCI ” shall mean Resort Condominiums International, LLC (or one of its wholly owned subsidiaries).

“ RDI Loan ” shall mean a timeshare loan originated by RDI Group, Inc. or one of its Affiliates (other than Bluegreen).

- 27 -

“ Receivables ” means the payments required to be made pursuant to a Timeshare Loan.

“ Record Date ” shall mean, with respect to any Payment Date, the close of business on the last Business Day of the calendar month immediately preceding the month such Payment Date occurs.

“ Redemption Date ” shall mean the date on which the Notes shall be redeemed pursuant to Section 14.1 of the Indenture.

“ Related Security ” shall mean with respect to any Timeshare Loan, (i) all of the Issuer’s interest in the Timeshare Property arising under or in connection with the related Mortgage, Owner Beneficiary Rights, Vacation Points and the related Timeshare Loan Files, (ii) all other security interests or liens and property subject thereto from time to time purporting to secure payment of such Timeshare Loan, together with all mortgages, assignments and financing statements signed by the Club Trustee on behalf of an Obligor describing any collateral securing such Timeshare Loan, (iii) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Timeshare Loan, and (iv) all other security and books, records and computer tapes relating to the foregoing.

“ Remarketing Agent ” shall mean Bluegreen.

“ Remarketing Agreement ” shall mean that certain remarketing agreement, dated as of May 1, 2006, by and among, the Servicer, the Issuer, the Remarketing Agent and the Indenture Trustee, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

“ Repurchase Price ” shall mean with respect to any Timeshare Loan to be purchased by the Seller pursuant to the Sale Agreement or the Purchase Agreement, an amount equal to the Loan Balance of such Timeshare Loan as of the date of such purchase or repurchase, together with all accrued and unpaid interest on such Timeshare Loan at the related Timeshare Loan Rate to, but not including, the due date in the then current Due Period.

“ Request for Release ” shall be a request for release of Timeshare Loan Documents in the form required by the Custodial Agreement.

“ Required Hedge Amount ” shall mean for any Funding Date, an amount equal to the product of (x) the Funding Date Advance Rate and (y) the aggregate Loan Balance of Timeshare Loans related to the Borrowing on such Funding Date.

“ Required Payments ” shall mean each of the items described in (i) through (xix) of Section 3.4 of the Indenture.

- 28 -

“ Required Purchasers ” shall mean, at any time, Purchasers representing a majority of the Commitments of the Committed Purchasers.

“ Requirements of Law ” shall mean, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, determination or order of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“ Reservation System ”: The reservation system utilized by the Club and owned by the Club Managing Entity or the services contracted by the Club Managing Entity with a third party.

“ Residual Interest Certificate ” shall mean the certificate issued under the Trust Agreement, which represents the economic residual interest of the Trust formed thereunder.

“ Residual Interest Owner ” shall mean the owner of the Residual Interest Certificate issued by the Issuer pursuant to the Trust Agreement, which shall initially be the Depositor.

“ Resort ” shall mean, as the context shall require, the resort at which the Timeshare Property related to a Timeshare Loan is located.

“ Resort Interests ” shall mean as defined in the Club Trust Agreement.

“ Responsible Officer ” shall mean (a) when used with respect to the Owner Trustee or the Indenture Trustee, any officer assigned to the Owner Trustee Corporate Trust Office or the Corporate Trust Office, respectively, including any Managing Director, Vice President, Assistant Vice President, Secretary, Assistant Secretary, Assistant Treasurer, any trust officer or any other officer such Person customarily performing functions similar to those performed by any of the above designated officers, and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject; (b) when used with respect to the Servicer, the Chief Financial Officer, a Senior Vice President, a Vice President, an Assistant Vice President, the Chief Accounting Officer or the Secretary of the Servicer; and (c) with respect to any other Person, the chairman of the board, chief financial officer, the president, a vice president, the treasurer, an assistant treasurer, the secretary, an assistant secretary, the controller, general partner, trustee or the manager of such Person.

“ S&P ” shall mean Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc.

“ Sale Agreement ” shall mean that certain Sale Agreement, dated as of May 1, 2006, between the Depositor and the Issuer pursuant to which the Depositor sells Timeshare Loans, from time to time, to the Issuer, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

- 29 -

“ Sampler Loan ” shall mean a loan originated by Bluegreen pursuant to the terms of a Sampler Program Agreement.

“ Sampler Converted Loan ” shall mean a Timeshare Loan, the obligor of which, previously had a Sampler Loan and converted the same to a Timeshare Loan pursuant to the terms of a Sampler Program Agreement.

“ Sampler Program Agreement ” shall mean a Bluegreen Vacation Club Program Agreement pursuant to which a purchaser thereunder obtains those certain benefits set forth therein which comprise the “Sampler Membership” and, subject to the terms and conditions thereof, has the opportunity to convert such Sampler Membership into full ownership in the Bluegreen Vacation Club multi-site timeshare plan.

“ Schedule of Timeshare Loans ” shall mean the list of Timeshare Loans delivered pursuant to the Sale Agreement, as amended from time to time to reflect repurchases, substitutions, and Qualified Substitute Timeshare Loans conveyed pursuant to the terms of the Indenture, which list shall set forth the following information with respect to each Timeshare Loan as of the related Cut-Off Date, as applicable, in numbered columns:


	1	Name of Obligor

	2	Condo Ref/Loan Number

	3	Interest Rate Per Annum

	4	Date of Origin

	5	Maturity

	6	Monthly Payment

	7	Original Loan Balance

	8	Original Term

	9	Outstanding Loan Balance

	10	Down Payment

	11	First payment date

	12	Loan Term

	13	Zip Code

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Seller ” shall mean Bluegreen.

“ Sequential Pay Event ” shall mean either a Payment Default Event or a Trust Estate Liquidation Event.

“ Servicer ” shall mean Bluegreen in its capacity as servicer under the Indenture, the Backup Servicing Agreement and the Custodial Agreement, and its permitted successors and assigns.

- 30 -

“ Servicer Credit Card Processing Cost ” shall have the meaning specified in Section 5.3(b) of the Indenture.

“ Servicer Event of Default ” shall mean the occurrence of any of the following:

(a) any failure by the Servicer to make any required payment, transfer or deposit when due as required by the Indenture and the continuance of such default for a period of two (2) Business Days; provided , however , that the period within which the Servicer shall make any required payment, transfer or deposit shall be extended to such longer period as is appropriate in the event of a Force Majeure Delay; provided , further , that such longer period shall not exceed five (5) Business Days

(b) any failure by the Servicer to provide any required report within five (5) Business Days of when such report is required to be delivered pursuant to the Indenture; provided , however , that the period within which the Servicer shall deliver such reports shall be extended to such longer period as is appropriate in the event of a Force Majeure Delay; provided , further , that such longer period shall not exceed ten (10) Business Days.

(c) any failure by the Servicer to observe or perform in any material respect any other covenant or agreement which has a material adverse effect on the Noteholders and such failure is not remedied within 30 days (or, if the Servicer shall have provided evidence satisfactory to the Agent, in its sole discretion, (1) that such breach cannot be cured in the 30-day period, (2) that such breach can be cured within an additional 30-day period and (3) that it is diligently pursuing a cure, then 60 days), after the earlier of (x) the Servicer first acquiring Knowledge thereof and (y) the Indenture Trustee’s or Agent’s giving written notice thereof to the Servicer; provided , however , that if such default or breach is in respect of a covenant that cannot be cured, there shall be no grace period whatsoever; or

(d) any representation or warranty made by the Servicer in the Indenture shall prove to be incorrect in any material and adverse respect as of the time when the same shall have been made, and such breach is not remedied within 30 days (or, if the Servicer shall have provided evidence satisfactory to the Agent, in its sole discretion, (1) that such breach cannot be cured in the 30-day period, (2) that such breach can be cured within an additional 30-day period and (3) that it is diligently pursuing a cure, then 60 days) after the earlier of (x) the Servicer first acquiring Knowledge thereof and (y) the Indenture Trustee’s or Agent’s giving written notice thereof to the Servicer; provided , however , that if such breach is in respect of a representation or warranty that cannot be cured, there shall be no grace period whatsoever; or

(e) the entry by a court having competent jurisdiction in respect of the Servicer of (i) a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Servicer as a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer, or of any substantial part of its property, or ordering the winding up or

- 31 -

liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

(f) the commencement by the Servicer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated as a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the Servicer’s failure to pay its debts generally as they become due, or the taking of corporate action by the Servicer in furtherance of any such action;

(g) a Cash Accumulation Event that remains uncured for three consecutive Determination Dates;

(h) so long as the Servicer is the Club Originator, any failure of the Club Originator to comply with its repurchase or substitution obligations specified in the Sale Agreement within the time periods specified therein;

(i) any default of a payment obligation under any other loan facility, debt instrument or any similar financing arrangement (such facility, instrument or financing arrangement to be an obligation in excess of five percent (5%) of the Servicer’s Tangible Net Worth) of the Servicer or any “event of default”, “early amortization event” or similar event under any indenture, facility or agreement (such indenture, facility or agreement to be an obligation in excess of five percent (5%) of the Servicer’s Tangible Net Worth) to which the Servicer is a party and the lapse of all relevant grace periods thereunder if the effect of the default is to cause, or permit the holders of such obligation to cause, such loan facility, debt instrument or any similar financing arrangement to become due and payable;

(j) there shall have occurred any material adverse change in the operations of the Servicer since the Amendment Date, or any other event shall have occurred which materially adversely affects the Servicer’s ability to either service the Timeshare Loans or to perform under the Indenture;

(k) a default or breach shall occur under any other agreement, document or instrument to which the Servicer is a party or by which the Servicer or its property is bound that is not cured within any applicable grace period therefor, and such default or breach (i) involves the failure to make any payment when due in respect of any Indebtedness of the Servicer in excess of five percent (5%) of the Servicer’s Tangible Net Worth, or (ii) causes, or permits any holder of such Indebtedness or a trustee or agent to cause, Indebtedness or a portion thereof in excess of five percent (5%) of the Servicer’s Tangible Net Worth to become due prior to its

- 32 -

stated maturity or prior to its regularly scheduled dates of payment, regardless of whether such default is waived, or such right is exercised, by such holder, trustee or agent;

(l) the Servicer (excluding the Backup Servicer) ceases to own at least 100% of the Depositor; or

(m) any failure by the Servicer to satisfy the Servicer Financial Covenants (other than a failure to satisfy item (d) of the Servicer Financial Covenants); or

(n) any failure by the Servicer to satisfy item (d) of the Servicer Financial Covenants and such failure remains uncured for (i) five Business Days if the failure is a result of the Servicer having consolidated unrestricted cash less than $15,000,000, or (ii) 30 days if the failure is a result of the Servicer having consolidated unrestricted cash equal to or greater than $15,000,000 but less than $17,500,000; or

(o) there occurs an event under any Material Credit Facility that is an “Event of Default” as defined thereunder, or, if such term is not defined thereunder, an event as defined using a term similar to “Event of Default”; provided, that if such Material Credit Facility by its original terms and not by way of amendment or waiver following the event that caused the Event of Default, provides for a cure period after an “Event of Default” thereunder, then this clause (o) of the definition of Servicer Event of Default will be subject to such cure period.

“ Servicer Financial Covenants ” shall be satisfied on any date of determination if each of following is true: (a) at the end of the most recent quarter, the Servicer shall have Tangible Net Worth at least equal to 90% of its Tangible Net Worth at March 31, 2010 plus 90% of any increase in Tangible Net Worth thereafter; (b) at the end of the most recent quarter, the Servicer shall have a Leverage Ratio of no greater than 3:1; (c) at the most recent Test Date, the average Delinquency Level (Portfolio) for the last six Test Dates is less than or equal to 9% and the average Default Level (Portfolio) for the last 12 Test Dates is less than or equal to 14%; and (d) at the most recent Test Date, the Servicer shall have consolidated unrestricted cash equal to at least $17,500,000.

“ Servicer Termination Costs ” shall mean any extraordinary out-of-pocket expenses incurred by the Indenture Trustee associated with the transfer of servicing.

“ Servicing Fee ” shall mean for any Payment Date, the product of (i)(A) if Bluegreen or an affiliate thereof is Servicer, one-twelfth of 1.50% and (B) if the Indenture Trustee is the successor Servicer, one-twelfth of 1.55%, and (ii) the Aggregate Loan Balance as of the first day of the related Due Period; provided that if the Indenture Trustee is the successor Servicer, it shall, after payment of the Backup Servicing Fee, be entitled to a minimum monthly payment of $5,500.00.

- 33 -

“ Servicing Standard ” shall mean, with respect to the Servicer and the Backup Servicer a servicing standard which complies with applicable law, the terms of the Transaction Documents, the terms of the respective Timeshare Loans and, to the extent consistent with the foregoing, to the best knowledge of the Servicer, is materially consistent with the customary standard of prudent servicers of loans secured by timeshare interests similar to the Timeshare Properties, but in no event lower than the standards employed by it when servicing loans for its own account or other third parties, but, in any case, without regard for (i) any relationship that it or any of its Affiliates may have with the related Obligor, and (ii) its right to receive compensation for its services under the Indenture or with respect to any particular transaction.

“ Similar Law ” shall mean the prohibited transaction rules under ERISA or section 4975 of the Code or any substantially similar provision of federal, state or local law.

“ Stated Maturity ” shall mean the Payment Date occurring in September 2023.

“ Statutory Trust Statute ” shall mean the Delaware Statutory Trust Act, Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq., as the same may be amended from time to time.

“ Subordinated Indebtedness ” shall mean as of any date of determination (A) the current outstanding balance of indebtedness of Bluegreen which is denoted in Bluegreen’s audited financial statements in effect on the Amendment Date as any junior subordinated debentures that are outstanding on the Amendment Date plus (B) any subordinated indebtedness thereafter approved as such by the Agent for purposes of the calculation of the Servicer Financial Covenants.

“ Subsequent Cut-Off Date ” shall mean with respect to any Transfer Date, (i) the close of business on the last day of the Due Period immediately preceding such Transfer Date or (ii) such other date designated by the Servicer.

“ Subsequent Funding Date ” shall mean any Funding Date other than the Initial Funding Date.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, partnership or other entity of which at least a majority of the securities or other ownership interests having by the terms of thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person.

“ Substitution Shortfall Amount ” shall mean with respect to any Transfer Date, an amount equal to the excess of the aggregate Loan Balances of the substituted Timeshare Loans over the aggregate Loan Balances of the Qualified Substitute Timeshare Loans.

- 34 -

“ Takeout Financing ” shall mean any securitization or other financing of the assets securing the Notes whereby at least 95% of the Aggregate Outstanding Note Balance is repaid from the proceeds of such securitization or other financing.

“ Tangible Net Worth ” shall mean Consolidated Net Worth minus Intangible Assets plus Subordinated Indebtedness.

“ Test Date ” shall mean the last Business Day of the second calendar month preceding a Payment Date.

“ Timeshare Loan ” shall mean a Club Loan, an Aruba Non-Club Loan, a Wilderness Loan or a Qualified Substitute Timeshare Loan, subject to the Lien of the Indenture. As used in the Transaction Documents, the term “Timeshare Loan” shall include the related Mortgage Note, Mortgage, the Finance Agreement, if any, the Owner Beneficiary Agreement and other Related Security contained in the related Timeshare Loan Documents.

“ Timeshare Loan Acquisition Price ” shall mean with respect to any Timeshare Loan, an amount equal to the Loan Balance of such Timeshare Loan plus accrued and unpaid interest thereon up to and including the related Cut-Off Date.

“ Timeshare Loan Documents ” shall mean with respect to each Timeshare Loan and each Obligor, the related (i) Timeshare Loan Files, and (ii) Timeshare Loan Servicing Files.

“ Timeshare Loan File Deficiency ” shall mean any Timeshare Loan for which the related Timeshare Loan File does not contain any of (i) the original recorded Mortgage, (ii) the original Assignments of Mortgage in recordable form (which may be a part of a blanket assignment of more than one Club Loan (other than an Aruba Club Loan)), showing the assignment of such Club Loan (other than an Aruba Club Loan) from the Club Originator to ___________, or (iii) a final original lender’s title insurance policy showing only exceptions to coverage that would be customarily acceptable to a prudent real estate lender; provided, however, with respect to (i) and (ii) above, no Timeshare Loan File Deficiency shall exist if the reason for such deficiency is not within the control of the Servicer.

“ Timeshare Loan File Deficiency Excluded Balance ” shall mean for any date of determination and for all Timeshare Loans related to a Custodian’s Certification that is 180 or more days old, the aggregate Loan Balance of all Timeshare Loans related to such Custodian’s Certification that have a Timeshare Loan File Deficiency, if any.

“ Timeshare Loan Files ” shall mean, with respect to a Timeshare Loan, all documents related to such Timeshare Loan, including:

- 35 -


	1.	with respect to a Club Loan (other than an Aruba Club Loan), the original Mortgage Note executed by the Obligor, endorsed either as (i) in the form “Pay to the order of ________, without recourse, representation or warranty” (either directly on the Mortgage Note or on an allonge placed with such Mortgage Note), by an Authorized Officer of the Club Originator (such Authorized Officer’s signature may be computer generated), or (ii) a chain of endorsement as follows: “Pay to the order of Bluegreen Timeshare Finance Corporation I, without recourse, representation or warranty”, “Pay to the order of BXG Timeshare Trust I, without recourse, representation or warranty” and “Pay to the order of U.S. Bank National Association, as Indenture Trustee for the holders of the BXG Timeshare Trust I Timeshare Loan-Backed VFN Notes, Series I, without recourse, representation or warranty except as provided in the related Indenture” (either directly on the Mortgage Note or on an allonge placed with such Mortgage Note), by an Authorized Officer of the Club Originator, the Depositor and the Issuer (such Authorized Officers’ signature may be computer generated), respectively, (in the case of both clauses (i) and (ii) above, together with a complete chain of endorsements from the original payee to the Club Originator, if applicable);

	2.	with respect to a Club Loan (other than an Aruba Club Loan), (i) an original Mortgage with evidence that such Mortgage has been recorded in the appropriate recording office or (ii) if such Mortgage has not yet been returned to the Club Originator by such recording office, a photocopy of the unrecorded Mortgage that has been delivered to such recording office (with evidence that such Mortgage has been delivered to the appropriate recording office for recording,);

	3.	with respect to a Club Loan (other than an Aruba Club Loan), original Assignments of Mortgage in recordable form (which may be a part of a blanket assignment of more than one Club Loan in which case a copy thereof, with the original blanket Assignment of Mortgage held by the Custodian in the related master pool header file), showing the assignment of such Club Loan from the Club Originator to ___________;

	4.	with respect to a Club Loan (other than an Aruba Club Loan), the UCC financing statement, if any, evidencing that the security interest granted under such Timeshare Loan, if any, has been perfected under applicable state law;

	5.	with respect to a Club Loan (other than an Aruba Club Loan), (i) a copy of any recorded warranty deed transferring legal title to the related Timeshare Property to the Club Trustee, or (ii) if such recorded warranty deed has not yet been returned to the Club Originator, a copy of a warranty deed sent for recording;

- 36 -


	6.	with respect to a Club Loan (other than an Aruba Club Loan), either (i) a final original lender’s title insurance policy showing no exceptions to coverage (other than Permitted Liens) or (ii) a binding unconditional commitment to issue a title insurance policy showing no exceptions to coverage (other than Permitted Liens) (which may be a blanket commitment, the original blanket commitment to be held by the Custodian in the related master pool header file), in all cases referencing such Timeshare Loan and insuring Bluegreen Corporation and its successors and/or assigns;

	7.	the original of any related assignment or guarantee or, if such original is unavailable, a copy thereof certified by an Authorized Officer of the Club Originator to be a true and correct copy, current and historical computerized data files;

	8.	the original of any assumption agreement or any refinancing agreement;

	9.	all related Owner Beneficiary Agreements, finance applications (including related Finance Agreements, if applicable), sale and escrow documents executed and delivered by the related Obligor with respect to the purchase of a Timeshare Property;

	10.	all other papers and records of whatever kind or description, whether developed or originated by an Originator or another Person, required to document, service or enforce a Timeshare Loan; and

	11.	any additional amendments, supplements, extensions, modifications or waiver agreements required to be added to the Timeshare Loan Files pursuant to the Indenture, the Credit Policy or the other Transaction Documents, if any.

“ Timeshare Loan Rate ” shall mean with respect to any Timeshare Loan, the specified coupon rate thereon.

“ Timeshare Loan Servicing Files ” shall mean with respect to each Timeshare Loan and each Obligor, the portion of the Timeshare Loan Files necessary for the Servicer to service such Timeshare Loan including but not limited to (i) the copy of the truth-in-lending disclosure statement executed by such Obligor, as applicable, (ii) all writings pursuant to which such Timeshare Loan arises or which evidences such Timeshare Loan and not delivered to the Custodian, (iii) all papers and computerized records customarily maintained by the Servicer in servicing timeshare loans comparable to the Timeshare Loans in accordance with the Servicing Standard and (iv) each Timeshare Program Consumer Document (not the original), if applicable, related to the applicable Timeshare Property.

“ Timeshare Program ” shall mean the program under which (1) an Obligor has purchased a Timeshare Property and (2) an Obligor shares in the expenses associated with the operation and management of such program.

- 37 -

“ Timeshare Program Consumer Documents ” shall mean, as applicable, the Owner Beneficiary Agreement, Finance Agreement, Mortgage Note, Mortgage, rescission right notices, public offering statements and other documents and disclosures used or to be used by an Originator in connection with the sale of Timeshare Properties.

“ Timeshare Property ” shall mean (i) with respect to a Deeded Club Loan, a fractional fee simple timeshare interest in a Unit in a Resort or an undivided interest in a Resort (or a phase thereof) associated with a Unit (which pursuant to the Timeshare Program Consumer Documents entitles the related Obligor to the use and occupancy of a Unit at such Resort for a specified period of time each year or every other year in perpetuity) and (ii) with respect to an Aruba Loan, Co-op Shares in the related Association at La Cabana Resort, which entitle the owner thereof the right to use and occupy a fixed Unit at La Cabana Resort for a fixed period of time.

“ Total Liabilities ” shall mean the Indebtedness of Bluegreen which is denoted in Bluegreen’s audited financial statements as “Total Liabilities” as filed with the Securities and Exchange Commission from time to time and in accordance with GAAP.

“ Transaction Documents ” shall mean the Indenture, the Purchase Agreement, the Sale Agreement, the Lockbox Agreement, the Backup Servicing Agreement, the Administration Agreement, the Remarketing Agreement, the Custodial Agreement, the Note Funding Agreement, the Fee Letter, and all other agreements, documents or instruments (other than the Timeshare Loan Documents) delivered in connection with the transactions contemplated thereby.

“ Transfer Date ” shall mean with respect to a Qualified Substitute Timeshare Loan, the date on which the Seller substitutes one or more Timeshare Loan in accordance with Section 4.6 of the Indenture.

“ Trust ” shall mean the Issuer.

“ Trust Accounts ” shall mean collectively, the Lockbox Account, the Collection Account, the Credit Card Account and the General Reserve Account.

- 38 -

“ Trust Agreement ” shall mean the Trust Agreement, dated May 5, 2006, by and among Bluegreen Timeshare Finance Corporation I, GSS Holdings, Inc. and Wilmington Trust Company, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof.

“ Trust Certificate ” shall mean the certificate issued under the Trust Agreement, which represents the sole equity interest in the Trust formed thereunder.

“ Trust Estate ” shall have the meaning specified in the Granting Clause of the Indenture.

“ Trust Estate Liquidation Event ” shall have the meaning specified in Section 6.6(b) of the Indenture.

“ Trust Owner ” shall mean the owner of the non-economic Trust Certificate issued by the Issuer pursuant to the Trust Agreement, which shall be GSS Holdings, Inc.

“ Trust Owner Fee ” shall mean an annual fee equal to $3,500.

“ Trust Paying Agent ” shall have the meaning specified in Section 3.13 of the Trust Agreement.

“ UCC ” shall mean the Uniform Commercial Code as from time to time in affect in the applicable jurisdiction or jurisdictions.

“ Unit(s) ”: One individual air-space condominium unit, cabin, villa, cottage, townhome or lot within a Resort, together with all furniture, fixtures and furnishings therein, and together with any and all interests in common elements appurtenant thereto, as provided in the related Timeshare Program Governing Documents.

“ Upgrade ” shall mean the process in which an Obligor of an Original Club Loan elects to (a)(i) reconvey the existing Club Property for a new Club Property and (ii) exchanges the Original Club Loan for an Upgrade Club Loan secured by such new Club Property or (b)(i) acquires additional Club Property and (ii) exchanges the Original Club Loan for an Upgrade Club Loan from the Club Originator secured by the existing Club Property and the additional Club Property.

“ Upgrade Club Loan ” shall mean the new timeshare loan originated by the Club Originator in connection with an Upgrade.

“ Vacation Points ” shall have the meaning specified in the Club Trust Agreement.

“ Wilderness Resort ” shall mean a Resort designated by Bluegreen as an outdoor, wilderness experiential resort.

“ Wilderness Loan ” shall mean a Timeshare Loan at a Wilderness Resort that is secured by a Unit that is a platform tent, cabin or a campsite for a recreational vehicle.

- 39 -

EXECUTION COPY

THIRD AMENDED AND RESTATED NOTE FUNDING AGREEMENT

Dated as of August 1, 2010

among

BXG TIMESHARE TRUST I

as Issuer,

BLUEGREEN CORPORATION

as Seller and Servicer,

BLUEGREEN TIMESHARE FINANCE CORPORATION I

as Depositor,

THE PURCHASERS PARTIES HERETO,

and

BRANCH BANKING AND TRUST COMPANY,

as Agent

____________________

Relating to

BXG TIMESHARE TRUST I

Timeshare Loan-Backed VFN Notes, Series I

____________________

TABLE OF CONTENTS

			Page
SECTION I. DEFINITIONS			1
	Section 1.1.	Definitions	1
	Section 1.2.	Other Definitional Provisions	1
SECTION II. AMOUNT AND TERMS OF COMMITMENTS			1
	Section 2.1.	Purchases	2
	Section 2.2.	Reductions, Increases and Extensions of Commitments	3
	Section 2.3.	Fees, Expenses, Payments, Etc	4
	Section 2.4.	Indemnification	5
	Section 2.5.	Funding Termination Event	7
	Section 2.6.	Notification of Note Rate	7
SECTION III. CONDITIONS PRECEDENT			8
	Section 3.1.	[Reserved]	8
	Section 3.2.	Condition to Borrowings	10
	Section 3.3.	Transfers Pursuant to Section 2.2(e)	11
SECTION IV. REPRESENTATIONS AND WARRANTIES			11
	Section 4.1.	Representations and Warranties of Bluegreen	11
	Section 4.2.	Representations and Warranties of the Issuer	14
	Section 4.3.	Representations and Warranties of the Depositor	16
SECTION V. COVENANTS			18
	Section 5.1.	Covenants	18
SECTION VI. TAXES, ETC			23
	Section 6.1.	[Reserved]	23
	Section 6.2.	[Reserved]	24
	Section 6.3.	Taxes	24
	Section 6.4.	Nonrecourse Obligations; Limited Recourse	26
SECTION VII. THE AGENT			26
	Section 7.1.	Appointment	26
	Section 7.2.	Delegation of Duties	27
	Section 7.3.	Exculpatory Provisions	27
	Section 7.4.	Reliance by Agent	27
	Section 7.5.	Notices	28
	Section 7.6.	Non-Reliance on Agent and Other Purchasers	28
	Section 7.7.	Indemnification	28
	Section 7.8.	Agent in Its Individual Capacities	29
	Section 7.9.	Successor Agent	29
	Section 7.10.	Communications	29
	Section 7.11.	Control by Purchasers	29
SECTION VIII. SECURITIES LAWS; TRANSFERS			30

	Section 8.1.	Transfers of Notes	30
	Section 8.2.	Register of Purchasers	33
SECTION IX. MISCELLANEOUS			34
	Section 9.1.	Amendments and Waivers	34
	Section 9.2.	Notices	34
	Section 9.3.	No Waiver; Cumulative Remedies	35
	Section 9.4.	Successors and Assigns	36
	Section 9.5.	Counterparts	36
	Section 9.6.	Severability	36
	Section 9.7.	Integration	36
	Section 9.8.	Governing Law	36
	Section 9.9.	Termination	36
	Section 9.10.	Limited Recourse; No Proceedings	36
	Section 9.11.	Survival of Representations and Warranties	37
	Section 9.12.	Submission to Jurisdiction; Waivers	37
	Section 9.13.	WAIVERS OF JURY TRIAL	38
	Section 9.14.	Limitation of Liability of Owner Trustee	38
	Section 9.15.	[RESERVED]	38
	Section 9.16.	Hedging Requirements	39

LIST OF EXHIBITS

EXHIBIT A	Form of Investment Letter
EXHIBIT B	Form of Joinder Supplement
EXHIBIT C	Form of Transfer Supplement
EXHIBIT D	Form of Borrowing Notice

Schedule A	Exceptions
Schedule B	Material Transactions
Schedule 4.1(k)	Tax Schedule

This THIRD AMENDED AND RESTATED NOTE FUNDING AGREEMENT (this “ Agreement ”), dated as of August 1, 2010, by and among BXG TIMESHARE TRUST I, a Delaware statutory trust (the “ Issuer ”), BLUEGREEN CORPORATION, a Massachusetts corporation (“ Bluegreen ”), BLUEGREEN TIMESHARE FINANCE CORPORATION I, a Delaware corporation (the “ Depositor ”), the PURCHASERS from time to time parties hereto (collectively, the “ Purchasers ”) and BRANCH BANKING AND TRUST COMPANY (“ BB&T ”), a North Carolina corporation, as agent for the Purchasers (together with its successors in such capacity, the “ Agent ”) hereby amends and restates in its entirety that certain Second Amended and Restated Note Funding Agreement, dated as of June 1, 2009, as amended by Omnibus Amendment No. 4, dated as of June 30, 2009, Omnibus Amendment No. 5, dated as of June 29, 2010, and Omnibus Amendment No. 6, dated as of August 30, 2010, in each case, by and among the parties hereto and the other parties named therein (the “ Amended Agreement ”), by and among the parties hereto.

W I T N E S S E T H:

WHEREAS, the parties hereto desire to amend and restate in its entirety the Amended Agreement as provided herein, and all actions required to do so under the Amended Agreement have been taken;

WHEREAS, the Issuer, Bluegreen and U.S. Bank National Association, a national banking association, as Indenture Trustee (together with its successors in such capacity, the “ Indenture Trustee ”), are parties to a certain Third Amended and Restated Indenture, dated as of August 1, 2010 (as the same may from time to time be amended or otherwise modified, the “ Indenture ”), pursuant to which the Issuer has issued its Timeshare Loan-Backed VFN Notes, Series I, Class A (the “ Class A Notes ”), Timeshare Loan-Backed VFN Notes, Series I, Class B (the “ Class B Notes ”), Timeshare Loan-Backed VFN Notes, Series I, Class C (the “ Class C Notes ”), Timeshare Loan-Backed VFN Notes, Series I, Class D (the “ Class D Notes ”), Timeshare Loan-Backed VFN Notes, Series I, Class E (the “ Class E Notes ”, and together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “ Notes ”); and

WHEREAS, the Issuer may, from time to time, subject to and in accordance with the terms of the Indenture and this Agreement, request Borrowings, such Borrowings to be evidenced by the Notes.

NOW THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree as follows:

SECTION I. DEFINITIONS

Section 1.1. Definitions . Capitalized terms used but not defined herein shall have the meanings set forth in the “Third Amended and Restated Standard Definitions” attached hereto as Annex A .

Section 1.2. Other Definitional Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

(b) The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection and Exhibit references are to this Agreement, unless otherwise specified. The words “including” and “include” shall be deemed to be followed by the words “without limitation”.

SECTION II. AMOUNT AND TERMS OF COMMITMENTS

Section 2.1. Purchases . (a) Each Purchaser hereby directs that the Notes be registered in the name of the Agent, as nominee on behalf of the Purchasers from time to time hereunder.

(b) On and subject to the terms and conditions of this Agreement from the Amendment Date and prior to the Facility Termination Date, each Committed Purchaser severally, agrees to advance its Commitment Percentage of each Borrowing requested; provided that in no event shall a Committed Purchaser be required on any date to make an advance exceeding its aggregate Available Commitment, (determined prior to giving effect to such advance or the Maximum Borrowing Amount); provided , further that in no event shall Borrowings occur more frequently than twice every calendar month unless otherwise approved by the Agent.

(c) Such advance shall be made available to the Issuer, subject to the satisfaction of the conditions specified in Section 3.2 hereof, at or prior to 2:00 p.m. New York City time on the applicable Funding Date by deposit of immediately available funds to an account designated by the Issuer to the Agent.

(d) Each Borrowing on the applicable Funding Date shall be made on prior notice from the Issuer received by the Agent (such notice, a “ Borrowing Notice ”) not later than 10:00 a.m. New York City time on the second Business Day preceding such Funding Date. Each Borrowing Notice shall be irrevocable and shall specify (i) the aggregate amount of the Borrowing, which may not exceed the Maximum Borrowing Amount, and (ii) the applicable Funding Date (which shall be a Business Day) and shall be in substantially in the form attached hereto as Exhibit D . Borrowings may occur on any Business Day. The Agent shall promptly forward a copy of all Borrowing Notices to each Purchaser no later than Noon on the same day received.

(e) Pursuant to the Indenture, the Issuer shall issue five Classes of Notes – the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes. Each Borrowing shall be evidenced by a corresponding increase in the Outstanding Note Balance of each Class of Notes. A Class of Notes will have its Outstanding Note Balance increased on each Funding Date by an amount equal to the product of (A) the amount of such Borrowing and (B) such Class’ Percentage Interest.

-2-

(f) Payments on the Notes shall be made as provided in the Indenture and the Agent shall allocate to the Purchasers each payment in respect of the Notes received by the Agent in its capacity as nominee of the Purchasers.

(g) The Agent shall keep records of each Borrowing, each Interest Accrual Period applicable thereto, the interest rate(s) applicable to the Notes and each payment of principal and interest thereon. Such records shall be rebuttably presumptive evidence of the subject matter thereof absent manifest error.

(h) The aggregate minimum advance for a Funding Date shall be $2,000,000; provided , however , that if the Available Commitment shall be less than $2,000,000, the minimum advance shall be equal to the Available Commitment.

Section 2.2. Reductions, Increases and Extensions of Commitments . (a) At any time the Issuer may, acting at the direction of the Residual Interest Owner, upon at least three Business Days’ prior written notice to the Agent, terminate the Commitments or reduce the aggregate Commitments; provided , however , such Commitments may not be reduced to an amount less than $50,000,000. Each such partial reduction shall be in an aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof (or such other amount requested by the Issuer to which the Committed Purchasers consent). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) shall be allocated pro rata among the Committed Purchasers in accordance with each Committed Purchaser’s Commitment Percentage. At any time, the Agent may upon the request of the Residual Interest Owner and the consent of all the Committed Purchasers (which consent may be withheld in their sole discretion), increase the Commitments of the Committed Purchasers.

(b) On the Facility Termination Date, the Commitment of each Committed Purchaser shall be automatically reduced to zero.

(c) On the Amendment Date, Branch Banking and Trust Company has executed an amended and restated Joinder Supplement (as defined below) and on the Amendment Date is a Committed Purchaser hereunder. Subject to the provisions of subsections 8.1(a) and 8.1(b), any other Person may from time to time with the consent of the Agent and the Issuer become a party to this Agreement as a Purchaser by (i) delivering to the Issuer an Investment Letter and (ii) entering into an agreement substantially in the form attached hereto as Exhibit B hereto (a “ Joinder Supplement ”), with the Agent and the Issuer, acknowledged by the Servicer, which shall specify (A) the name and address of such Person for purposes of Section 9.2 hereof, (B) its Commitment, if any, and (C) the other information provided for in such form of Joinder Supplement. Upon its receipt of a duly executed Joinder Supplement, the Agent shall on the effective date determined pursuant thereto give notice of such effectiveness to the Issuer, the Servicer and the Indenture Trustee.

(d) A Joinder Supplement may provide for a reduction in the Commitment of a Committed Purchaser if, in accordance with the terms thereof, proper notice is delivered to the Agent, the Issuer and the Servicer. At any time such notice is received from a Committed Purchaser, the Commitment of such Committed Purchaser shall be reduced as provided for therein.

-3-

(e) So long as no Event of Default has occurred and is continuing (unless otherwise agreed by the Agent), no more than 75 and no less than 45 days prior to the Commitment Expiration Date, the Issuer may request, through the Agent, that each Purchaser extend the Commitment Expiration Date to a date which is up to 364 days after the Commitment Expiration Date then in effect, which decision will be made by each Purchaser in its sole discretion. Upon receipt of any such request, the Agent shall promptly notify each Purchaser thereof. Within 10 Business Days of notice from the Agent, each Purchaser shall notify the Agent of its willingness or refusal to so extend the Commitment Expiration Date (the “ Extension Notice Deadline ”). The Agent shall notify the Issuer of such willingness or refusal by the Purchasers within five Business Days of the Extension Notice Deadline. If any Purchaser notifies the Agent of its refusal to extend or does not expressly notify the Agent that it is willing to extend the Commitment Expiration Date by the applicable Extension Notice Deadline (each a “ Non-Extending Purchaser ”), the Commitment Expiration Date shall not be so extended.

(f) On the Amendment Date, the aggregate Commitments and the Maximum Facility Balance shall each be $125,000,000.

Section 2.3. Fees, Expenses, Payments, Etc . (a) Bluegreen agrees to pay to the Agent and the Placement Agent, the Fees and other amounts set forth in the Fee Letters at the times specified therein.

(b) Bluegreen further agrees to pay on the Amendment Date or, if later, within 10 days of such costs and expenses being invoiced to Bluegreen, to the Agent all reasonable costs and expenses in connection with the preparation, execution, delivery, administration (including any requested amendments, waivers or consents of any of the Transaction Documents) of this Agreement, the Transaction Documents, and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees for the Agent’s counsel and out-of-pocket expenses of counsel for the Agent with respect thereto.

(c) Bluegreen agrees to pay to the Agent and, following the occurrence and during the continuance of an Event of Default other than one arising from the failure of the Obligors to make payments on the Timeshare Loans, each Purchaser, promptly following presentation of an invoice therefor, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of any of the Transaction Documents, and the other documents delivered thereunder or in connection therewith.

(d) Bluegreen further agrees to pay on demand any and all documentary, stamp, transfer and other taxes and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Transaction Documents or the other documents and agreements to be delivered hereunder and thereunder or otherwise in connection with the issuance of the Notes, and agrees to save each Purchaser and the Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

-4-

(e) Periodic fees or other periodic amounts payable hereunder shall be calculated, unless otherwise specified in the Fee Letters, on the basis of a 360-day year and for the actual days elapsed.

(f) All payments to be made hereunder or under the Indenture, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 p.m. New York City time on the due date thereof to the Agent’s account specified in subsection 9.2(b) hereof or directly to the Purchasers’ accounts if the Agent so instructs the Indenture Trustee. Payments received after 1:00 p.m. New York City time shall be deemed to have been made on the next Business Day. In any event, the Agent shall forward or instruct the Indenture Trustee to forward to the Purchasers their respective portion of such payments in immediately available funds for receipt no later than 3:00 p.m. New York City time on the date received. Notwithstanding anything herein to the contrary, if any payment due hereunder becomes due and payable on a day other than a Business Day, the payment date thereof shall be extended to the next succeeding Business Day and in the case of principal, interest shall accrue thereon at the applicable rate during such extension. To the extent that (i) the Indenture Trustee, the Depositor, the Seller, the Issuer or the Servicer makes a payment to the Agent or a Purchaser or (ii) the Agent or a Purchaser receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a Indenture Trustee, receiver or any other party under any bankruptcy or insolvency law, state or Federal law, common law, or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the Agent or the Purchasers, as the case may be.

Section 2.4. Indemnification . (a) Bluegreen (the “ Indemnitor ”) agrees to indemnify and hold harmless the Agent and each Purchaser and any shareholders, members, directors, officers, employees, agents or Affiliates thereof, of the Agent or Purchasers (each such Person being referred to as an “ Indemnitee ”) from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever (including reasonable fees and expenses of legal counsel) which such Indemnitee may incur (or which may be claimed against such Indemnitee) arising out of, by reason of or in connection with the execution and delivery of, or payment or other performance under, or the failure to make payments or perform under, any Transaction Document or the issuance of the Notes (including in connection with the preparation for defense of any investigation, litigation or proceeding arising out of, related to or in connection with such execution, delivery, payment, performance or issuance), except (i) to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct, bad faith, recklessness or gross negligence of, or breach of any representation or warranty in any Transaction Document by, any Indemnitee, (ii) to the extent that any such claim, damage, loss, liability, cost or expense is covered or addressed by subsection 2.3(c) or (d) hereof, (iii) to the extent that any such claim, damage, loss, liability, cost or expense relates to disclosure made by the Agent or a Purchaser in connection with an Assignment or Participation pursuant to Section 8.1 hereof which disclosure is not based on information given to the Agent or such Purchaser by or on behalf of Bluegreen, or any affiliate thereof or by or on behalf of the Indenture Trustee or (iv) to the extent that such claim, damage, loss, liability, cost or expense shall be caused by any

-5-

default in payment of any Timeshare Loan. The foregoing indemnity shall include any claims, damages, losses, liabilities, costs or expenses to which any such Indemnitee may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or other federal or state law or regulation arising out of or based upon any untrue statement or alleged untrue statement of a material fact in any disclosure document relating to the Notes or any amendments thereof or supplements thereto, in any case, provided or approved by the Issuer (other than statements provided by the Indemnitee expressly for inclusion therein) or arising out of, or based upon, the omission or the alleged omission to state a material fact necessary to make the statements therein or any amendment thereof or supplement thereto, in light of the circumstances in which they were made, not misleading (other than with respect to statements provided by the Indemnitee expressly for inclusion therein).

(b) Promptly after the receipt by an Indemnitee of a notice of the commencement of any action against an Indemnitee, such Indemnitee will notify the Agent and the Agent will, if a claim in respect thereof is to be made against an Indemnitor pursuant to subsection 2.4(a) hereof, notify such Indemnitor in writing of the commencement thereof; but the omission so to notify such party will not relieve such party from any liability which it may have to such Indemnitee pursuant to the preceding paragraph except to the extent the Indemnitor is prejudiced by such failure. If any such action is brought against an Indemnitee and it notifies an Indemnitor of its commencement, such Indemnitor will be entitled to participate in and, to the extent that it so elects by delivering written notice to the Indemnitee promptly after receiving notice of the commencement of the action from the Indemnitee to assume the defense of any such action, with a single counsel mutually satisfactory to such Indemnitor and each affected Indemnitee. After receipt of such notice by an Indemnitor from an Indemnitee, such Indemnitor will not be liable to such Indemnitee for any legal or other expenses except as provided below and except for the reasonable costs of investigation incurred by the Indemnitee in connection with the defense of such action. Each Indemnitee will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of the such Indemnitee unless (i) the employment of such counsel by such Indemnitee has been authorized in writing by such Indemnitor, (ii) such Indemnitor shall have failed to assume the defense and employ counsel, (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnitee and either an Indemnitor or another person or entity that may be entitled to indemnification from an Indemnitor (by virtue of this Section 2.4 or otherwise) and such Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee which are different from or additional to those available to an Indemnitor or such other party or shall otherwise have reasonably determined that the co-representation would present such counsel with a conflict of interest (in which case the Indemnitor will not have the right to direct the defense of such action on behalf of the Indemnitee). In any such case described in clauses (i) through (iii) of the preceding sentence, the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnitor; it being understood that in no event shall the Indemnitors be liable for the fees, disbursements and other charges of more than one counsel (in addition to any local counsel) for all Indemnitees in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances. An Indemnitor shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, which shall not be unreasonably withheld, but if settled with the written consent of an Indemnitor or if there shall be a final judgment for the plaintiff in any such action, suit or

-6-

proceeding, such Indemnitor agrees to indemnify and hold harmless any Indemnitee to the extent set forth in this Agreement from and against any loss, claim, damage, liability or reasonable expense by reason of such settlement or judgment. No Indemnitor shall, without the prior written consent of an Indemnitee (not to be unreasonably withheld), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder, if such settlement, compromise or consent includes an admission of culpability or wrong-doing on the part of such Indemnitee or the entry or an order, injunction or other equitable or nonmonetary relief (including any administrative or other sanctions or disqualifications) against such Indemnitee or if such settlement, compromise or consent does not include an unconditional release of such Indemnitee from all liability arising out of such claim, action, suit or proceeding.

(c) The obligations of Bluegreen under this Agreement shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement. Without limiting the foregoing, neither the lack of validity or enforceability of, or any modification to, any Transaction Document nor the existence of any claim, setoff, defense (other than a defense of payment) or other right which Bluegreen may have at any time against the Agent, any Purchaser or any other Person, whether in connection with any Transaction Document or any unrelated transactions, shall constitute a defense to such obligations.

Section 2.5. Funding Termination Event . If any Funding Termination Event shall occur and be continuing, (a) if such event is a Funding Termination Event specified in clause (i) or (ii) of paragraph (d) of the definition thereof or paragraphs (d) and (e) of the definition of Event of Default, the Commitment of each Committed Purchaser shall automatically be reduced to zero, and (b) if such event is any other Funding Termination Event, with the consent of the Required Purchasers, the Agent may, or upon the request of the Required Purchasers, the Agent shall, by notice to the Issuer, reduce the Commitments of each Committed Purchaser to zero, whereupon the Commitments shall immediately be reduced to zero.

Section 2.6. Notification of Note Rate . On the third Business Day immediately preceding each Determination Date, the Agent shall calculate the Note Rate and the Interest Distribution Amount applicable to all Notes for the applicable Interest Accrual Period and shall notify the Indenture Trustee and the Servicer of such rate and amount by written notice.

SECTION III. CONDITIONS PRECEDENT

Section 3.1. Conditions to Amendment Date . The following shall be conditions precedent to the Amendment Date:

(a) This Agreement and the other Transaction Documents shall have become effective in accordance with their respective terms.

(b) All of the terms, covenants, agreements and conditions of this Agreement, the Fee Letter and the other Transaction Documents to be complied with and performed by Bluegreen, the Seller, the Servicer, the Issuer, the Depositor, the Owner Trustee or

-7-

the Indenture Trustee, as the case may be, by the Amendment Date shall have been complied with in all material respects or otherwise waived by the Agent.

(c) Each of the representations and warranties of each of Bluegreen, the Seller, the Servicer, the Issuer, the Depositor, the Owner Trustee or the Indenture Trustee, as the case may be, made in this Agreement and in the other Transaction Documents shall be true and correct in all material respects as of the time of the Amendment Date as though made as of such time (except to the extent that they expressly relate to an earlier or later time).

(d) No Funding Termination Event, Event of Default, Servicer Event of Default under any Transaction Document or event that with the giving of notice or lapse of time or both would constitute such an amortization event or other termination event shall have occurred and be continuing.

(e) The Agent shall have received (and, to the extent requested, made available to each Purchaser):

(i) Certified copies of the resolutions of the Board of Directors of each of Bluegreen and the Depositor approving this Agreement and the Transaction Documents to which it is a party and any other documents contemplated thereby and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Transaction Documents to which it is a party and any other documents contemplated thereby;

(ii) An officer’s certificate of each of Bluegreen, the Depositor and the Owner Trustee, certifying the names and true signatures of the officers authorized to sign this Agreement and the Transaction Documents and any other documents to be delivered by it hereunder or thereunder;

(iii) A copy of the bylaws of each of Bluegreen and the Depositor, certified by an officer thereof;

(iv) A copy of the charter of each of Bluegreen and the Depositor, a certificate as to the good standing of Bluegreen from the Secretary of State of the Commonwealth of Massachusetts and a certificate as to the good standing of the Depositor from the Secretary of State of the State of Delaware, in each case dated as of a recent date;

(v) Proper financing statements under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by the Purchase Agreement, the Sale Agreement, the Indenture and this Agreement;

(vi) Acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Trust Estate previously granted by the Seller, the Depositor or the Issuer;

-8-

(vii) Completed requests for information, dated on or before the Amendment Date, in all jurisdictions referred to in subsection (vi) above that name the Issuer, the Depositor or Bluegreen as debtor, together with copies of such other financing statements;

(viii) A favorable opinion of counsel to Bluegreen, dated the Amendment Date, in form and substance satisfactory to the Agent, such opinion to permit reliance by the Purchasers;

(ix) A favorable opinion of counsel to Vacation Trust, Inc., dated the Amendment Date, in form and substance satisfactory to the Agent related to corporate, regulatory and insolvency matters, such opinion to permit reliance by the Purchasers;

(x) A favorable written opinion of counsel to the Owner Trustee and special Delaware counsel to the Issuer, dated the Amendment Date, in form and substance satisfactory to the Agent, such opinion to permit reliance by the Purchasers;

(xi) A favorable written opinion of counsel to the Issuer, dated the Amendment Date, in form and substance satisfactory to the Agent, such opinion to permit reliance by the Purchasers;

(xii) A favorable written opinion of internal counsel for the Indenture Trustee and the Custodian each dated the Amendment Date, as to general corporate matters and such other matters with respect to the Indenture Trustee and Custodian as the Agent may reasonably request, such opinion to permit reliance by the Purchasers,

(xiii) A favorable written opinion of internal counsel for the Backup Servicer dated the Amendment Date as to general corporate matters and such other matters with respect to the Backup Servicer as the Agent may reasonably request, such opinion to permit reliance by the Purchasers,

(xiv) A copy of the documentation evidencing the release of all liens attaching to the Timeshare Loans pursuant to previous financings;

(xv) Executed copies of each of the Transaction Documents; and

(xvi) Such other documents, instruments, certificates and opinions as the Agent may reasonably request including those set forth as the closing list delivered to the Seller in connection with this transaction.

(f) No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation by the Agent or the Purchasers of, or to invalidate, the transactions contemplated by this Agreement or the Transaction Documents in any material respect.

Section 3.2. Condition to Borrowings . The following shall be conditions precedent to any funding by a Purchaser on each Funding Date (unless otherwise indicated) (which conditions must be satisfied no later than 2:00 p.m. New York City time on the Business Day immediately preceding such Funding Date):

-9-

(a) The Issuer shall have timely delivered a Borrowing Notice pursuant to subsection 2.1(d) hereof;

(b) The representations and warranties of Bluegreen, the Issuer and the Depositor set forth or referred to in Section 4.1, 4.2 and 4.3 hereof shall be true and correct in all material respects on the date of such Borrowing as though made on and as of such date (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); no event which is, or upon the giving of notice, the lapse of time or both would be, a Funding Termination Event shall have occurred and be continuing on such date;

(c) Both immediately prior to and after giving effect to such Borrowing and the application of the proceeds thereof as provided herein and in the Indenture, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;

(d) All conditions specified in the Indenture with respect to such Borrowing shall have been satisfied;

(e) With respect to the initial Funding Date after the Amendment Date, favorable written opinion letters of local counsels for the Seller regarding certain state timeshare and real estate legal matters related to each Initial Approved Opinion Resort and the related Timeshare Loans, in form and substance satisfactory to the Agent regarding local law matters, such opinion to permit reliance by the Purchasers;

(f) If the Agent waives any of the conditions set forth in Section 3.1 hereof on the Amendment Date, each such condition shall be satisfied on or before the first Borrowing;

(g) The weighted average FICO Scores of the Obligors (who have FICO Scores) of the Funding Date Timeshare Loans is equal to or greater than 690. The weighted average Timeshare Loan Rates of the Funding Date Timeshare Loans is equal to or greater than 15.50%.

(h) The following representations and warranties with respect to each Funding Date Timeshare Loan, as of the related Funding Date, are true and correct:

(i) the Funding Date Timeshare Loan complies with the Credit Policy in effect at the time of origination;

(ii) the related Obligor thereunder has a FICO Score of 575 or greater, unless the Obligor has no FICO Score;

(iii) if the related Obligor thereunder either (A) has a FICO Score less than 600 or (B) is a United States resident and does not have a FICO Score, such Obligor has made a down payment by cash, check or credit card of at least 20% of the actual purchase price (including closing costs) of the Timeshare Property (which cash down payment may, (i) in the case of an Upgraded Club Loan, be represented by principal payments on such

-10-

Timeshare Loan since its date of origination, and (ii) in the case of a Sampler Converted Loan, be represented in whole or in part by payments made on the related Sampler Loan) and no part of such payment has been made or loaned to Obligor by Bluegreen or an Affiliate thereof; and

(iv) the Funding Date Timeshare Loan shall not have a Timeshare Loan Rate less than 15.90%, provided, however, that if such Funding Date Timeshare Loan is a 50/50 Loan, it may have a Timeshare Loan Rate less than 15.90%, but not less than 9.99%.

(i) On such Funding Date, the aggregate Loan Balance of the Funding Date Timeshare Loans with Obligors that have no FICO Score and Obligors that are non-United States residents (without duplication) does not exceed 5% of the aggregate Loan Balance of all Funding Date Timeshare Loans acquired by the Issuer on such date.

(j) Unless previously received on a Funding Date, the Agent shall have received a favorable written opinion on timeshare and real estate law matters for the Timeshare Loans to be included on such Funding Date related to the Resort for which Bluegreen is seeking to have Agent approve as an Additional Approved Opinion Resort, such opinion to permit reliance by the Purchasers.

(k) The Borrowing does not exceed the Maximum Borrowing Amount.

SECTION IV. REPRESENTATIONS AND WARRANTIES

Section 4.1. Representations and Warranties of Bluegreen . Bluegreen hereby represents and warrants to the Agent and the Purchasers that as of the date hereof, the Amendment Date and each Funding Date:

(a) It is a corporation validly existing and in good standing under the laws of the State of Massachusetts, with full power and authority under such laws to own its properties and conduct its business as such properties are currently owned and such business is currently conducted and to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party.

(b) It has the power, authority and right to make, execute, deliver and perform this Agreement and the Transaction Documents to which it is a party and all the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party. When executed and delivered, each of this Agreement and the Transaction Documents to which it is a party will constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms, subject, as to such enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors’ rights generally from time to time in effect. The enforceability of its obligations under such agreements may also be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and no representation or warranty is made with respect to the enforceability of its obligations under any

-11-

indemnification provisions in such agreements to the extent that indemnification is sought in connection with securities laws violations.

(c) No consent, license, approval or authorization of, or registration with, any Governmental Authority is required to be obtained in connection with the execution, delivery or performance of each of this Agreement and the Transaction Documents to which it is a party that has not been duly obtained and that is not and will not be in full force and effect on the Amendment Date, except such that may be required by applicable securities laws or UCC-1 Financing Statements as have been prepared for filing.

(d) The execution, delivery and performance of each of this Agreement and the Transaction Documents to which it is a party do not violate any provision of any existing law or regulation applicable to it, any order or decree of any court to which it is subject, its charter or By-laws, or any mortgage, indenture, contract or other agreement to which it is a party or by which it or any significant portion of its properties is bound (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements that, individually or in the aggregate, would not have a material adverse effect on its ability to perform its obligations under this Agreement or the Transaction Documents to which it is a party).

(e) Other than as disclosed on Schedule 12.2(e) of the Indenture, there is no litigation or administrative proceeding before any court, tribunal or governmental body pending or, to its knowledge, threatened against it, with respect to this Agreement, the Transaction Documents to which it is a party, the transactions contemplated hereby or thereby or the issuance of the Notes, and there is no such litigation or proceeding against it or any significant portion of its properties that would have a material adverse effect on the transactions contemplated by, or its ability to perform its obligations under, this Agreement or the Transaction Documents to which it is a party.

(f) It has delivered to the Agent complete and correct copies of its audited financial statements for the fiscal year ended on or about December 31, 2009; provided that Bluegreen shall be deemed to be in compliance with this Section 4.1(f) to the extent such financial statements have been publicly filed.

(g) No report, statement, exhibit or other written information required to be furnished by Bluegreen or any of its Affiliates, agents or representatives to the Agent or any Purchaser pursuant to this Agreement or the Transaction Documents is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case, as of the date it is or shall be dated or (except as otherwise disclosed to the Agent or any Purchaser, as the case may be, at such time) as of the date so furnished.

-12-

termination of any such agreement or any other interruption of the ongoing performance by the parties to each such agreement of their respective obligations thereunder.

(i) Except as set forth on Schedule A hereto, Bluegreen repeats and reaffirms to the Agent and the Purchasers each of the representations and warranties of Bluegreen in the Transaction Documents to which it is a party and each other document delivered in connection therewith or herewith, and represents that such representations and warranties are true and correct in all material respects (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty is repeated and affirmed as of such earlier date).

(j) Based upon the Investment Letters of the Purchasers and compliance with the terms of this Agreement and the Transaction Documents, the sale of the Notes pursuant to the terms of this Agreement and the Indenture will not require the registration of such Notes under the Securities Act.

(k) All tax returns (federal, state and local) required to be filed with respect to Bluegreen have been filed (which filings may be made by an Affiliate of Bluegreen on a consolidated basis covering Bluegreen and other Persons) and there has been paid or adequate provision made in its GAAP financial statements for the payment of all taxes, assessments and other governmental charges in respect of Bluegreen (or in the event consolidated returns have been filed, with respect to the Persons subject to such returns), other than as on Schedule 4.1(k) hereto.

(l) Based upon the Investment Letters of the Purchasers, the representation letter from GSS Holdings, Inc. and compliance with the terms of this Agreement and the Transaction Documents, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended and none of Bluegreen, the Depositor or the Issuer is required to be registered under the Investment Company Act of 1940, as amended.

(m) There has not been any material adverse change in the business, operations, financial condition, properties or assets of Bluegreen since the year ended December 31, 2009.

(n) The chief executive office of Bluegreen is at the address indicated in Section 9.2 hereof.

(o) The Credit Policy and the Collection Policy attached as Exhibits J and K to the Indenture, respectively (as the same may be amended from time to time in accordance with the provisions of the Indenture and this Agreement), fairly represent the policies of the Servicer and, to the best knowledge of the Servicer, the Collection Policy is materially consistent with the customary standard of prudent servicers of loans secured by timeshare interests.

(p) As of the date hereof and, within the last five years, Bluegreen has not changed its name, merged with or into or consolidated with any other corporation or been the subject of any proceeding under Title 11, United States Code (Bankruptcy), except as disclosed in Schedule B to this Agreement.

-13-

(q) Bluegreen and each Affiliate thereof is in compliance in all material respects with ERISA and no lien in favor of the Pension Benefit Guaranty Corporation on any of the Timeshare Loans shall exist.

(r) The name and address of the Lockbox Bank, together with the account numbers of the Lockbox Accounts at the Lockbox Bank, are specified in the Lockbox Agreement (or at such other Lockbox Bank and/or with such other Lockbox Accounts as have been notified to the Agent). All applicable Obligors will be instructed to make payment to the Lockbox Account in accordance with the Indenture.

(s) For clarity, it is understood that the Timeshare Loans, related Timeshare Loan Documents and other related assets will be conveyed by the Seller to the Depositor and by the Depositor to the Issuer pursuant to the Purchase Agreement and Sale Agreement, respectively, without recourse, representation on warranty except as expressly provided therein. Without limiting the foregoing, none of the Seller, the Depositor or any of their respective subsidiaries shall be responsible for payments on the Timeshare Loans, and any other credit risks associated therewith shall be borne by the Issuer and the holders of any obligations of the Issuer.

(t) Bluegreen and each of its Affiliates has and intends to in the future to properly disclose and account for the transactions contemplated by the Transaction Documents as an on balance sheet transaction in accordance with GAAP. The transaction contemplated by the Transaction Documents is a financing for tax purposes.

(u) As of the Amendment Date and as of each Funding Date, as applicable, (A), neither Bluegreen nor any of its Commonly Controlled Affiliates has or has incurred any “accumulated funding deficiency” (as such term is defined under ERISA and the Code), whether or not waived, with respect to any “ Employee Pension Benefit Plan ” (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect (as defined below), and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any accumulated funding deficiency of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates has any unpaid “minimum required contribution” (as such term is defined under ERISA and the Code) with respect to any Employee Pension Benefit Plan, whether or not such unpaid minimum required contribution is waived, that either individually or in the aggregate could Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists that may result in any unpaid minimum required contribution as of the last day of the current plan year of any such plan that either individually or in the aggregate could Cause a Material Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates has no outstanding liability for any undisputed contribution required under any Bluegreen Multiemployer Plan (as defined below) that either individually or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen and each of its Commonly Controlled Affiliates has no outstanding liability for any disputed contribution required under any Bluegreen Multiemployer Plan that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Amendment Date and as of each Funding Date, as applicable, to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly Controlled Affiliates has incurred any Withdrawal Liability (as defined below) that either

-14-

individually or in the aggregate could Cause a Material Adverse Effect, and (2) no event has occurred or circumstance exists that could result in any Withdrawal Liability that either individually or in the aggregate could Cause a Material Adverse Effect. As of the Amendment Date and as of each Funding Date, as applicable, to Bluegreen’s Knowledge, neither Bluegreen nor any of its Commonly Controlled Affiliates has received notification of the reorganization, termination, partition, or insolvency of any Multiemployer Plan that could either individually or in the aggregate Cause a Material Adverse Effect. For purposes of this subsection (a)(xii), “ Cause a Material Adverse Effect ” means reasonably be expected to result in a material adverse effect on Bluegreen or any of its Commonly Controlled Affiliates; “ Commonly Controlled Affiliates ” means those direct or indirect affiliates of Bluegreen that would be considered a single employer with Bluegreen under Section 414(b), (c), (m), or (o) of the Code; “ Employee Pension Benefit Plan ” means an employee pension benefit plan as such term is defined in Section 3(2) of ERISA that is sponsored, maintained or contributed to by Bluegreen or any of its Commonly Controlled Affiliates (other than a Bluegreen Multiemployer Plan); “ Multiemployer Plan ” means a multiemployer plan as such term is defined in Section 3(37) of ERISA; “ Bluegreen Multiemployer Plan ” means a Multiemployer Plan to which Bluegreen or any of its Commonly Controlled Affiliates contributes or in which Bluegreen or any of its Commonly Controlled Affiliates participates; and “ Withdrawal Liability ” means liability as determined under ERISA for the complete or partial withdrawal of Bluegreen or any of its Commonly Controlled Affiliates from a Multiemployer Plan.

Section 4.2. Representations and Warranties of the Issuer . The Issuer hereby represents and warrants to the Agent and the Purchasers that as of the date hereof, the Amendment Date and each Funding Date:

(a) It is a statutory trust validly existing and in good standing under the laws of the State of Delaware, with full power and authority under such laws to own its properties and conduct its business as such properties are currently owned and such business is currently conducted and to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party.

-15-

(e) There is no litigation or administrative proceeding before any court, tribunal or governmental body pending or, to its knowledge, threatened against it, with respect to this Agreement the Transaction Documents to which it is a party, the transactions contemplated hereby or thereby or the issuance of the Notes.

(f) No report, statement, exhibit or other written information required to be furnished by it or any of its Affiliates, agents or representatives to the Agent or any Purchaser pursuant to this Agreement or the Transaction Documents is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case, as of the date it is or shall be dated or (except as otherwise disclosed to the Agent or any Purchaser, as the case may be, at such time) as of the date so furnished.

(g) The Notes have been duly and validly authorized, and, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding, and will be entitled to the benefits of the Indenture, this Agreement and the other Transaction Documents.

(h) Each of the Transaction Documents to which it is a party is in full force and effect and no amortization, termination or other event or circumstance has occurred thereunder or in connection therewith that could reasonably be expected to result in the termination of any such agreement or any other interruption of the ongoing performance by the parties to each such agreement of their respective obligations thereunder.

(i) Except as set forth Schedule A hereto, the Issuer repeats and reaffirms to the Agent and the Purchasers each of the representations and warranties of the Issuer in the Transaction Documents to which it is a party and each other document delivered in connection therewith or herewith, and represents that such representations and warranties are true and correct in all material respects (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty is repeated and affirmed as of such earlier date).

-16-

(j) Any taxes, fees and other charges of Governmental Authorities applicable to it, except for franchise or income taxes, in connection with the execution, delivery and performance by it of this Agreement and the Transaction Documents to which it is a party or otherwise applicable to it in connection with the transactions contemplated hereby or thereby have been paid or will be paid at or prior to the Amendment Date to the extent then due.

Section 4.3. Representations and Warranties of the Depositor . The Depositor hereby represents and warrants, that as of the date hereof and the Amendment Date:

(a) It is a corporation validly existing and in good standing under the laws of the State of Delaware, with full power and authority under such laws to own its properties and conduct its business as such properties are currently owned and such business is currently conducted and to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party.

(c) No consent, license, approval or authorization of, or registration with, any Governmental Authority is required to be obtained in connection with the execution, delivery or performance of each of this Agreement and the Transaction Documents to which it is a party that has not been duly obtained and that is not and will not be in full force and effect on the Amendment Date, except such that may be required by applicable securities laws or UCC-1 or UCC-3 Financing Statements as have been prepared for filing.

(e) There is no litigation or administrative proceeding before any court, tribunal or governmental body pending or, to its knowledge, threatened against it, with respect to this Agreement, the Transaction Documents to which it is a party, the transactions contemplated hereby or thereby or the issuance of the Notes.

-17-

(h) Each of the Transaction Documents to which it is a party is in full force and effect and no default or other event or circumstance has occurred thereunder or in connection therewith that could reasonably be expected to result in the termination of any such agreement or any other interruption of the ongoing performance by the parties to each such agreement of their respective obligations thereunder.

(i) Except as set forth on Schedule A hereto, the Depositor repeats and reaffirms to the Agent and the Purchasers each of the representations and warranties of the Depositor in the Transaction Documents to which it is a party and each other document delivered in connection therewith or herewith, and represents that such representations and warranties are true and correct in all material respects (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty are repeated and affirmed as of such earlier date).

(k) The chief executive office of the Depositor is at the address indicated in Section 9.2 hereof.

SECTION V. COVENANTS

Section 5.1. Covenants . Each of Bluegreen, the Depositor and the Issuer, each solely as to itself, covenants and agrees with the Agent and the Purchasers, through the Facility Termination Date and thereafter so long as any amount of the Notes shall remain outstanding or any monetary obligation arising hereunder shall remain unpaid, unless the Required Purchasers shall otherwise consent in writing, that:

(a) it shall perform in all material respects each of the respective agreements and indemnities applicable to it and comply in all material respects with each of the

-18-

respective terms and provisions applicable to it under the other Transaction Documents to which it is party, which agreements and indemnities are hereby incorporated by reference into this Agreement as if set forth herein in full; it shall, to the extent any other party shall fail to perform any of its obligations in the Transaction Documents, take all reasonable action to enforce the obligations of each of the other parties to such Transaction Documents which are contained therein;

(b) the Issuer and the Servicer shall furnish to the Agent a copy of each opinion, certificate, report, statement, notice or other communication (other than investment instructions) relating to the Notes which is furnished by or on behalf of it to the other or to the Indenture Trustee and furnish to the Agent after receipt thereof, a copy of each notice, demand or other communication relating to the Notes, this Agreement or the Indenture received by the Issuer or the Servicer from the Indenture Trustee, the Depositor or the Seller; and (ii) such other information, documents records or reports respecting the Collateral, the Seller, the Depositor, the Issuer or the Servicer as the Agent may from time to time reasonably request;

(c) the Issuer shall furnish to the Agent on or before the date such reports are due under the Indenture copies of each of the reports, notices and certificates required by Section 7.2 of the Indenture;

(d) the Issuer shall promptly furnish to the Agent a copy, addressed to the Agent, of each opinion of counsel delivered to the Indenture Trustee pursuant to Section 7.3(d) of the Indenture;

(e) Bluegreen shall not permit a Servicer Event of Default under the Indenture to occur;

(f) Bluegreen shall continue to engage in business of the same general type as now conducted with respect to the Timeshare Loans transferred by it and preserve, renew and keep in full force and effect its existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of such business; and comply with all Requirements of Law except where the failure to so comply could reasonably be expected to have a material adverse affect on Bluegreen;

(g) the Issuer, the Depositor, the Seller and the Servicer shall at the expense of the Seller and at any time from time to time during regular business hours, on reasonable notice to the Issuer, the Depositor, the Seller or the Servicer, as the case may be, permit the Agent, or its agents or representatives to:

(i) examine all books, records and documents (including computer tapes and disks) in its possession or under its control; and

(ii) visit its offices and property for the purpose of examining such materials described in clause (i) above;

(h) the Issuer and the Servicer shall furnish to the Agent, promptly after the occurrence of any event which is, or upon the giving of notice, the lapse of time or both would be, an Funding Termination Event, a certificate of an appropriate officer of the Issuer or

-19-

the Servicer, as the case may be, setting forth the circumstances of such event and any action taken or proposed to be taken by the Issuer or the Servicer with respect thereto;

(i) it shall timely make all payments, deposits or transfers and give all instructions to transfer required by this Agreement and the Indenture;

(j) it shall execute and deliver to the Agent or the Indenture Trustee all such documents and instruments and do all such other acts and things as may be necessary or reasonably required by the Agent or the Indenture Trustee to enable the Agent or the Indenture Trustee to exercise and enforce their respective rights under the Transaction Documents and to realize thereon, and record and file and rerecord and refile all such documents and instruments, at such time or times, in such manner and at such place or places, all as may be necessary or required by the Indenture Trustee or the Agent to validate, preserve, perfect and protect the position of the Indenture Trustee under the Indenture provided no such action shall be inconsistent with the Indenture or contrary to instructions of the Indenture Trustee;

(k) neither the Depositor nor the Issuer will consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, except (i) in accordance with the Indenture and (ii) with the prior written consent of the Required Purchasers;

(l) Bluegreen will not resign as Servicer, unless (i) the performance of its duties under the Indenture is no longer permissible pursuant to Requirements of Law and there is no reasonable action which it could take to make the performance of such duties permissible under such Requirements of Law, or (ii) at least 66-2/3% of the Purchasers shall have consented thereto;

(m) Bluegreen shall furnish to each Purchaser and the Agent:

(i) (A) for so long as Bluegreen is a reporting company under the Exchange Act, each report on Form 8-K, Form 10-K or Form 10-Q required to be filed with the Securities and Exchange Commission by Bluegreen and (B) if Bluegreen is no longer a reporting company under the Exchange Act, (1) as soon as available and in any event within 45 days after the end of each fiscal quarter (or, if later, that date which Bluegreen is required to file financial statements with the Securities and Exchange Commission), the consolidated balance sheet of Bluegreen and its subsidiaries as of the end of such quarter and consolidated statements of income of Bluegreen and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of Bluegreen and (2) as soon as available and in any event within 90 days after the end of each fiscal year of Bluegreen (or, if later, that date which Bluegreen is required to file financial statements with the Securities and Exchange Commission), a copy of the consolidated financial statements of Bluegreen and its subsidiaries for such year accompanied by an audit report of a nationally recognized firm of independent certified public accountants (or such other firm of independent certified public accountants acceptable to the Agent) which report shall be unqualified as to going concern and scope of audit (if such scope limitation would be would be reasonably deemed to have an adverse impact on the financial statements taken as a whole) and shall state that such consolidated financial statements present fairly the consolidated financial

-20-

position of Bluegreen and each of its subsidiaries at the dates indicated and the results of their operations and their cash flow for the periods indicated is in conformity with GAAP and that the examination had been made in accordance with GAAP; provided, however, Bluegreen shall be deemed to be in compliance with this Section 5.1(m)(i) to the extent the documents required to be filed pursuant to this Section 5.1(m)(i) are publicly filed within the time periods required by this Section 5.1(m)(i).

(ii) A copy of each certificate, opinion, report, notice or other communication (other than investment instructions) furnished by or on behalf of Bluegreen or the Issuer to the Indenture Trustee under the Transaction Documents, concurrently therewith, and promptly after receipt thereof, a copy of each notice, demand or other communication received by or on behalf of Bluegreen, the Depositor or the Issuer under the Transaction Documents; and

(iii) Such other information (including financial information), documents, records or reports respecting the Notes, the Trust Estate, Bluegreen, the Depositor or the Issuer as the Agent may from time to time reasonably request;

(n) Bluegreen shall not make, or permit any Person within its control to make, any material amendment, modification or change to, or provide any material waiver under, the Indenture or the other Transaction Documents without the prior written consent of the Agent and in any case in compliance with Section 9.1 hereof;

(o) Bluegreen will comply in all material respects with the Credit Policy and the Collection Policy in regard to each Timeshare Loan. Bluegreen shall (i) notify the Agent ten days prior to any material amendment of or change in the Credit Policy or the Collection Policy and (ii) obtain the Agent’s prior written consent (which consent will not be unreasonably withheld or delayed) if such amendment or change has a material and adverse affect on the Noteholders; provided , that Bluegreen may immediately implement any changes (and provide notice to the Agent subsequent thereto) as may be required under applicable law from time to time upon the reasonable determination of Bluegreen; and provided , further , that Bluegreen shall deliver a copy of any non-material amendments or changes to the Collection Policy or the Credit Policy to the Agent with the Monthly Report to be delivered subsequent to the effective date of such amendments or changes.

(p) at the request of the Agent, the Seller shall cause to be delivered to the Agent, within 30 days following the end of each fiscal quarter of the Seller, the written report of a review conducted as of the last day of such fiscal quarter by an independent auditor acceptable to the Agent of a random sampling of Timeshare Loans that are held by the Custodian, together with all related Timeshare Loans Documents held by the Custodian; provided , however , in addition to the quarterly reports described above, each calendar year (so long as no Event of Default has occurred), the Agent, in its sole discretion, can request one written report to be conducted other than quarterly and the Seller shall cause such written report to be delivered to the Agent no later than the later of (i) thirty days after such request by the Agent or (ii) the fifth Business Day after the completion of the related audit procedures; it being understood, however, that if the Agent shall request more than two written reports during a calendar year (excluding any written reports requested during the occurrence of an Event of Default), the third request and all other requests thereafter during such calendar year shall be at

-21-

the expense of the Agent; it being further understood, however, that upon the occurrence of an Event of Default, the Agent shall not be limited to the number of written reports that it may request and the expense of such written reports shall be borne by the Seller.

(q) to the extent it has not previously done so, Bluegreen shall instruct all applicable Obligors to cause all Collections to be deposited directly to the Lockbox Account. Bluegreen shall hold in trust, and deposit, immediately, but in any event not later than two Business Days of its receipt thereof, to the Lockbox Account all Collections received from time to time by it from the related Obligors;

(r) Bluegreen shall deliver all the Timeshare Loan Files to the Custodian pursuant to the terms of the Custodial Agreement;

(s) Bluegreen shall notify the Agent within five Business Days of obtaining knowledge thereof, of any fraudulent activity or theft in the origination or servicing of Timeshare Loans that results or may result in a loss of at least $250,000;

(t) except as otherwise provided herein, neither Bluegreen, the Depositor nor the Issuer will sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (or the filing of any financing statement) or with respect to, any Timeshare Loan, or upon or with respect to any account which concentrates in a Lockbox Bank to which any Collections of any Timeshare Loan are sent, or assign any right to receive income in respect thereof;

(u) except as otherwise permitted in the Indenture or with the prior written consent of the Agent, Bluegreen will not extend, amend or otherwise modify the terms of any Timeshare Loan, or amend, modify or waive any term or condition of any contract related thereto;

(v) neither Bluegreen nor the Servicer will make any change in its instructions to Obligors regarding payments to be made to the Lockbox Account, unless such instructions are to deposit such payments to another lockbox account approved by the Agent;

(w) none of the Seller, the Depositor or the Issuer will change its name, identity or structure or its chief executive office, unless at least 30 days prior to the effective date of any such change such person delivers to the Indenture Trustee and the Agent UCC financing statements to continue the perfection of the Indenture Trustee’s interest in the Timeshare Loans and written authority to file the same;

(x) each of the Issuer, Bluegreen and the Depositor shall properly disclose and account for the transactions contemplated by the Transaction Documents as an on balance sheet transaction under and in accordance with GAAP;

(y) the Depositor and the Issuer each shall, unless the Agent shall otherwise consent in writing:

(i) conduct its business solely in its own name through its duly authorized officers or agents so as not to mislead others as to the identity of the entity with which

-22-

such persons are concerned, and shall avoid the appearance that it is conducting business on behalf of any Affiliate thereof or that its assets are available to pay the creditors of Bluegreen or any Affiliate thereof (other than as expressly provided herein);

(ii) maintain corporate records and books of account separate from those of Bluegreen and any Affiliate (other than itself) thereof;

(iii) obtain proper authorization for all action requiring such authorization;

(iv) pay its own operating expenses and liabilities from its own funds and shall conduct its business from an office or designated area separate from Bluegreen or any Affiliate thereof;

(v) continuously maintain its resolutions, agreements and other instruments underlying the transactions described in this Agreement as part of its official records;

(vi) maintain an arm’s-length relationship with Bluegreen and its Affiliates (other than itself), and shall not hold itself out as being liable for the debts of Bluegreen or any of its Affiliates (other than itself);

(vii) keep its assets and liabilities separate from those of all other entities other than as permitted herein;

(viii) not maintain bank accounts or other depository accounts to which any Affiliate is an account party or from which any Affiliate has the power to make withdrawals;

(ix) not amend, supplement or otherwise modify its organizational documents, except in accordance therewith and with the prior written consent of the Agent;

(x) not create, incur, assume or suffer to exist any indebtedness on which it is obligated, except as contemplated by this Agreement and the other Transaction Documents. It shall not assume, guarantee, endorse or otherwise be or become directly or contingently liable for the obligations of any Person by, among other things, agreeing to purchase any obligation of another Person (other than the Timeshare Loans), agreeing to advance funds to such Person or causing or assisting such Person to maintain any amount of capital. It shall not be party to any indenture, agreement, mortgage, deed of trust or other instrument other than this Agreement and the other Transaction Documents;

(xi) not enter into, or be a party to any transaction with any of its Affiliates, except as contemplated by this Agreement and the other Transaction Documents;

(xii) observe all procedures required by its organizational documents and preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each

-23-

jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualifications would materially adversely affect the interests hereunder of the Purchasers or the Agent or its ability to perform its obligations hereunder; and

(xiii) not form, or cause to be formed, any subsidiaries; or make or suffer to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness (other than the Timeshare Loans), acquisition of the business or assets, or otherwise) in, any Affiliate or any other Person except as otherwise permitted herein; and

(z) if requested by the Agent (which is expected to be no more than once during each annual period following the Amendment Date), Bluegreen and the Issuer shall provide the Agent with a report, satisfactory to the Agent in its sole discretion, from an independent review company selected by the Agent, confirming the accuracy of the information in the Transaction Documents with respect to the Timeshare Loans and the ability of the Servicer to perform its obligations thereunder;

(aa) in the event that after the Amendment Date and at any time this Agreement is in effect or any Note remains unpaid, any of Bluegreen, the Depositor, the Issuer or any of its Affiliates shall enter into any agreement, guarantee, indenture or other instrument governing, relating to, providing for commitments to advance or guaranteeing any financing or enter into any amendment or other modification of the terms and conditions of any Material Credit Facility, which includes financial covenants similar to or in addition to those provided in this Agreement or any other Transaction Document which are more favorable to the lender or other counterparty thereunder than those provided in this Agreement or any other Transaction Document, such party(ies) shall promptly so notify the Agent and the Purchasers in writing. Within 30 days of receipt of such notice, the Agent shall either (i) indicate which financial covenants the Agent (after consultation with the Required Purchasers) has determined to be more favorable than the ones set forth herein or in the Transaction Documents, in which case, the Transaction Documents shall be deemed amended to provide for substantially the same financial covenants as those provided for in such agreement, guarantee, indenture or other instrument, and the parties agree to cooperate to memorialize such amendment in writing or (ii) indicate that no changes are necessary to the Transaction Documents; provided, that the Agent shall be granted a one time additional 30 day extension if it shall so request. To the extent the Agent has not provided written notice to the applicable party within 30 days (or 60 days, if the Agent has requested an extension) of notice from such applicable party, the Agent will be deemed to have agreed that no amendments to the financial covenants will be necessary. For the avoidance of doubt, for purposes of this Section 5.1(aa), notice by Bluegreen, the Depositor, the Issuer or any of their Affiliates must be made in writing and the filing of notice of a Material Credit Facility with the Securities and Exchange Commission shall not constitute sufficient notice to the Agent.

SECTION VI. TAXES, ETC.

Section 6.1. Increased Costs . Subject to the provisions of Section 6.4 hereof, if, due to the introduction of or any change (including any change by way of imposition or increase of reserve requirements) in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority after the

-24-

Amendment Date, there shall be an increase in the cost to a Purchaser of making, funding or maintaining any investment in the Notes or any interest therein or of agreeing to purchase or invest in the Notes or any interest therein, as the case may be (other than by reason of any Interpretation of or change in laws or regulations relating to Taxes or Excluded Taxes), the Issuer shall, upon written demand by such Purchaser (with a copy to the Agent), direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Purchaser that portion of such increased costs incurred which such Purchaser reasonably determines is attributable to making, funding or maintaining any investment in the Notes or any interest therein or agreeing to purchase or invest in the Notes or any interest therein, as the case may be. In determining such amount, such Purchaser may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Purchaser in determining amounts of this type. A certificate as to such increased costs incurred submitted to the Issuer and the Agent, setting forth the calculation thereof in reasonable detail, shall be prima facie evidence as to the amount of such increased costs. Any Purchaser that incurs such increased costs as described in this Section 6.1 shall use its commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of such increased costs; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Purchaser, such steps would be materially disadvantageous to such Purchaser. The Agent agrees to use reasonable efforts to give notice to the Issuer and Bluegreen of any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority after the Amendment Date, that would increase the cost to a Purchaser for which the Agent has actual knowledge.

Section 6.2. Increased Capital . Subject to the provisions of Section 6.4 hereof, if the introduction of or any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority after the Amendment Date, affects or would affect the amount of capital required or expected to be maintained by any Purchaser after the Amendment Date, and such Purchaser determines that the amount of such capital is increased as a result of (i) the existence of such Purchaser’s agreement to make or maintain an investment in the Notes or any interest therein or (ii) the existence of any agreement by such Purchaser to make or maintain an investment in the Notes or any interest therein or to fund any such investment after the Amendment Date, then, upon written demand by such Purchaser (with a copy to the Agent), the Issuer shall direct the Indenture Trustee in writing to pay to the Agent for the benefit of such Purchaser, additional amounts, as specified by such Purchaser, sufficient to compensate such Purchaser in light of such circumstances, to the extent that such Purchaser reasonably determines such increase in capital to be allocated to the existence of such Purchaser’s agreement described in clause (i) above or the commitments of such Purchaser described in clause (ii) above. In determining such amounts, such Purchaser may use any reasonable averaging and attribution methods, consistent with the averaging and distribution methods generally used by such Purchaser in determining amounts of this type. A certificate as to such amounts submitted to the Issuer and the Agent by such Purchaser setting forth the calculation thereof in reasonable detail, shall be prima facie evidence of the amounts so owed. Any Purchaser that is entitled to compensation for increases in capital as described in this Section 6.2 shall use its commercially reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of such compensation; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Purchaser, such steps would be materially disadvantageous to such Purchaser.

-25-

The Agent agrees to use reasonable efforts to give notice of any change in or in the Interpretation of any law or regulation or the imposition of any guideline or request from any central bank or other Governmental Authority after the Amendment Date, affects or would affect the amount of capital required or expected to be maintained by an Purchaser for which the Agent has actual knowledge.

Section 6.3. Taxes . (a) Any and all payments and deposits required to be made hereunder or under the Indenture to or for the benefit of a Purchaser shall be made, to the extent allowed by law, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes, levies, imposts, deductions, charges or withholdings imposed on, or measured by reference to, the net income of such Purchaser, franchise taxes imposed on such Purchaser, and taxes (other than withholding taxes), levies, imposts, deductions, charges or withholdings imposed on the receipt or gross receipts of such Purchaser by any of (i) the United States or any State thereof, (ii) the state or foreign jurisdiction under the laws of which such Purchaser is organized, with which it has a present or former connection (other than solely by reason of this Agreement), or in which it is otherwise doing business or (iii) any political subdivision thereof (all such excluded items being referred to as “ Excluded Taxes ” and all such taxes, levies, imposts, deductions, charges, withholdings and liabilities other than Excluded Taxes being referred to as “ Taxes ”). If the Indenture Trustee, as directed by the Agent, shall be required by law to deduct any Taxes from or in respect of any sum required to be paid or deposited hereunder or under any instrument delivered hereunder to or for the benefit of a Purchaser (A) subject to Section 6.4 hereof, such sum shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums required to be paid or deposited under this Section 6.3) the amount received by such Purchaser, or otherwise deposited hereunder or under such instrument, shall be equal to the sum which would have been so received or deposited had no such deductions been made, (B) the Indenture Trustee, as directed by the Agent, shall make such deductions and (C) the Indenture Trustee, as directed by the Agent, shall pay the full amount of such deductions to the relevant taxation authority or other authority in accordance with applicable laws.

(b) Subject to the limitations set forth in subsection 6.3(d) and Section 6.4 hereof, the Issuer shall direct the Indenture Trustee to indemnify each Purchaser for the full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 6.3) paid by such Purchaser due to the modification of or any change in or in the interpretation or administration by any governmental or regulatory agency or body charged with the interpretation or administration of any law or regulation relating to Taxes after the Amendment Date (including penalties, interest and expenses) arising therefrom or required to be paid with respect thereto. Each Purchaser agrees to promptly notify the Agent and the Issuer of any payment of such Taxes made by it and, if practicable, any request, demand or notice received in respect thereof prior to such payment. Each Purchaser shall be entitled to payment of this indemnification within 30 days from the date such Purchaser makes written demand therefor to the Agent and the Issuer. A certificate as to the amount of such indemnification submitted to the Issuer and the Agent by such Purchaser setting forth in reasonable detail the basis for and the calculation thereof, shall be prima facie evidence of the amounts so owed.

-26-

(c) Within 30 days after the date of any payment of Taxes, the Issuer will furnish to the Agent the original or a certified copy of a receipt evidencing payment thereof.

(d) Each Purchaser that is organized under the laws of a jurisdiction other than the United States or a state thereof hereby agrees to complete, execute and deliver to the Indenture Trustee from time to time prior to the date on which such Purchaser will be entitled to receive distributions pursuant to the Indenture or this Agreement, Internal Revenue Service W-8ECI or W-8BEN (or any successor form), as applicable, or such other forms or certificates as may be required under the laws of any applicable jurisdiction in order to permit the Indenture Trustee to make payments to, and deposit funds to or for the account of, such Purchaser hereunder and under the Indenture and this Agreement without any deduction or withholding for or on account of any tax. Each Purchaser agrees to provide, to the extent permitted by law, like additional subsequent duly executed forms on or before the date that any such form expires or becomes obsolete, or upon the occurrence of any event requiring an amendment, resubmission or change in the most recent form previously delivered by it and to provide such extensions or renewals as may be reasonably requested by the Issuer. Each Purchaser further agrees that compliance with this subsection 6.3(d) (including by reason of Section 8.1 hereof in the case of any assignment, sale or other transfer of any interest in the Notes) is a condition to the payment of any amount otherwise due pursuant to subsections 6.3(a) and (b) hereof.

(e) Each Purchaser, as of the Amendment Date, and each other Purchaser, as of the date such Person becomes a Purchaser entitled to receive distributions pursuant to this Agreement, the Purchase Agreement or the Indenture, hereby represents and warrants to the Issuer that it is not subject to gross-up or indemnity of Taxes under subsection 6.3(a) or (b) hereof from or in any respect of any sum required to be paid or deposited under this Agreement, the Indenture or under any instrument delivered pursuant to any of them to or for the benefit of any Purchaser.

(f) Any Purchaser entitled to the payment of any additional amount pursuant to this Section 6.3 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to take such steps as would eliminate or reduce the amount of such payment; provided that no such steps shall be required to be taken if, in the reasonable judgment of such Purchaser, such steps would be materially disadvantageous to such Purchaser.

Section 6.4. Nonrecourse Obligations; Limited Recourse . Notwithstanding any provision in any other Section of this Agreement or the Transaction Documents to the contrary, the obligation of the Issuer to pay any amounts payable to the Purchasers or the Agent pursuant to this Agreement shall be without recourse to Bluegreen, the Indenture Trustee or any Affiliate, officer or director of any of them and the obligation to pay any amounts hereunder shall be limited solely to the application of the Trust Estate, to the extent that such amounts are available for distribution.

SECTION VII. THE AGENT

Section 7.1. Appointment . Each Purchaser hereby designates and appoints the Agent as the agent of such Purchaser under this Agreement, and each such Purchaser authorizes the Agent, as the agent for such Purchaser, to take such action on its behalf under the provisions

-27-

of the Transaction Documents and to exercise such powers and perform such duties thereunder as are expressly delegated to the Agent by the terms of the Transaction Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Purchaser, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or otherwise exist against the Agent. The Required Purchasers may replace the Agent at any time with ten Business Days’ notice; provided, that a replacement agent is named prior to dismissal of the Agent.

Section 7.2. Delegation of Duties . The Agent may execute any of its duties under any of the Transaction Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with due care.

Section 7.3. Exculpatory Provisions . Neither the Agent nor its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be (a) liable to any of the Purchasers for any action lawfully taken or omitted to be taken by it or such Person under or in connection with any of the other Transaction Documents (except for its or such Person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Purchasers for any recitals, statements, representations or warranties made by the Seller, the Depositor, the Issuer, the Servicer or the Indenture Trustee or any officer thereof contained in any of the other Transaction Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, any of the other Transaction Documents or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the other Transaction Documents or for any failure of the Seller, the Depositor, the Issuer, the Servicer or the Indenture Trustee to perform its obligations thereunder. The Agent shall not be under any obligation to any Purchaser to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, any of the other Transaction Documents, or to inspect the properties, books or records of the Seller, the Depositor, the Issuer, the Servicer or the Indenture Trustee.

Section 7.4. Reliance by Agent . The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, written statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to the Agent), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under any of the Transaction Documents unless it shall first receive such advice or concurrence of the Required Purchasers as it deems appropriate or it shall first be indemnified to its satisfaction by the Purchasers against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Transaction Documents in accordance with a request of the Required Purchasers and such request and any action taken or failure to act pursuant thereto shall be binding upon all present and future Purchasers.

-28-

Section 7.5. Notices . The Agent shall not be deemed to have knowledge or notice of the occurrence of any breach of this Agreement or the occurrence of any event which is, or upon the giving of notice, the lapse of time or both would be, a Funding Termination Event unless the Agent has received written notice from the Issuer, the Depositor, the Seller, the Servicer, the Indenture Trustee or any Purchaser referring to this Agreement, describing such event. In the event that the Agent receives such a notice, the Agent promptly shall give notice thereof to the Purchasers. The Agent shall take such action with respect to such event as shall be reasonably directed by the Required Purchasers; provided that unless and until the Agent shall have received such directions, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such event as it shall deem advisable in the best interests of the Purchasers.

Section 7.6. Non-Reliance on Agent and Other Purchasers . Each Purchaser expressly acknowledges that neither the Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates has made any representations or warranties to it and that no act by the Agent hereafter taken, including any review of the affairs of the Seller, the Depositor, the Issuer, the Servicer or the Indenture Trustee shall be deemed to constitute any representation or warranty by the Agent to any Purchaser. Each Purchaser represents to the Agent that it has, independently and without reliance upon the Agent or any other Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Indenture Trustee, the Seller, the Depositor, the Issuer and the Servicer and made its own decision to purchase its interest in the Notes hereunder and enter into this Agreement. Each Purchaser also represents that it will, independently and without reliance upon the Agent or any other Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under any of the Transaction Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Indenture Trustee, the Seller, the Depositor, the Issuer and the Servicer. Except, in the case of the Agent, for notices, reports and other documents received by the Agent under Section 5 hereof, the Agent shall not have any duty or responsibility to provide any Purchaser with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Indenture Trustee, the Seller, the Depositor, the Issuer or the Servicer which may come into the possession of the Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.

Section 7.7. Indemnification . The Purchasers agree to indemnify the Agent in its capacity as such (without limiting the obligation (if any) of the Seller, the Depositor, the Issuer or the Servicer to reimburse the Agent for any such amounts), ratably according to their respective percentage interests in the Notes from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including at any time following the payment of the obligations under this Agreement, including the Outstanding Note Balance of the Notes) be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of this Agreement, or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided that no Purchaser shall be liable for the payment of any portion of such

-29-

liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of the Agent resulting from the Agent’s own gross negligence or willful misconduct. The agreements in this subsection shall survive the payment of the obligations under this Agreement, including the principal of the Notes.

Section 7.8. Agent in Its Individual Capacities . The Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Indenture Trustee, the Seller, the Servicer, the Owner Trustee, the Depositor and the Issuer as though the Agent was not the agent hereunder. Each Purchaser acknowledges that Branch Banking and Trust Company is a Purchaser hereunder. Branch Banking and Trust Company, in its capacity as the Agent shall not, by virtue of its acting in any such other capacities, be deemed to have duties or responsibilities hereunder or be held to a standard of care in connection with the performance of its duties as the Agent other than as expressly provided in this Agreement. Branch Banking and Trust Company may act as the Agent without regard to and without additional duties or liabilities arising from its role as such administrator or agent or arising from its acting in any such other capacity.

Section 7.9. Successor Agent . The Agent may resign as Agent upon 30 days’ notice to the Purchasers, the Indenture Trustee, the Issuer, the Depositor, the Seller and the Servicer with such resignation becoming effective upon a successor agent succeeding to the rights, powers and duties of the Agent pursuant to this Section 7.9. If the Agent shall resign as Agent under this Agreement, a successor agent for the Purchasers shall be appointed by at least 66-2/3% of the Purchasers. The successor agent shall succeed to the rights, powers and duties of the Agent, and the term “Agent” shall mean such successor agent effective upon its appointment, and the former Agent’s rights, powers and duties as Agent shall be terminated, without any other or further act or deed on the part of such former Agent or any of the parties to this Agreement. After the retiring Agent’s resignation as Agent, the provisions of this Section VII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. Unless waived by the Required Purchasers, the Agent shall be required to have a combined capital and surplus of at least $100,000,000.

Section 7.10. Communications . The Agent shall promptly forward to the Purchasers, copies of all communications received by it under Sections 5.1(c), (d), (h) and (m) hereof and Section 5.5 of the Indenture. Upon reasonable notice, the Agent shall also make available or provide copies to the Purchasers of all other relevant communications, documents or information obtained or prepared by the Agent in connection with the Transaction Documents.

Section 7.11. Control by Purchasers . The Required Purchasers shall have the right to direct the time, method and place of conducting any action, non-action, the granting or withholding of consent, proceeding for any remedy available to the Agent, the Indenture Trustee or the Noteholder under any of the Transaction Documents. Notwithstanding the foregoing, (i) no such direction shall be in conflict with any rule of law or with this Agreement; (ii) the Agent shall not be required to follow any such direction which the Agent reasonably believes might result in any personal liability on the part of the Agent for which the Agent is not adequately indemnified; and (iii) the Agent may take any other action deemed proper by the Agent which is not inconsistent with any such direction; provided that the Agent shall give notice of any such action to the Purchasers. The Agent, as the Noteholder, shall cast any vote or give any direction

-30-

under the Indenture on behalf of the Purchasers if it has been directed to do so by the Required Purchasers, provided , that with respect to Sections 5.4(b), 5.10, 5.16(e), 6.2(b), 6.2(f), 6.3(a), 6.3(d), 6.13(a) and 8.5(e)(ii) of the Indenture, the Agent, as the Noteholder, shall cast any vote or give any direction under the Indenture on behalf of the Purchasers only with the consent of at least 66-2/3% of the Purchasers. The Agent agrees that it shall not effect any material action under this Agreement, the Indenture or any other Transaction Documents without the direction of the Required Purchasers and the Agent further agrees that it shall notify all Purchasers with respect to any action or consent requested of the Agent that requires direction of a majority of the Purchasers at least five days before taking such action or providing such consent.

SECTION VIII. SECURITIES LAWS; TRANSFERS

Section 8.1. Transfers of Notes . (a) Each of the Agent and the Purchasers agrees that any interest in the Notes purchased or otherwise acquired by it will be acquired for investment only and not with a view to any distribution thereof, and that it will not offer to sell or otherwise dispose of any Note acquired by it (or any interest therein) in violation of any of the registration requirements of the Securities Act or the registration or qualification requirements of any applicable state or other securities laws. Each of the Agent and the Purchasers acknowledges that it has no right to require the Issuer to register, under the Securities Act or any other securities law, the Notes (or any interest therein) acquired by it pursuant to this Agreement, any Joinder Supplement or any Transfer Supplement. Each of the Agent and the Purchasers hereby confirms and agrees that in connection with any transfer or syndication by it of an interest in the Notes, it has not engaged and will not engage in a general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

(b) Each Purchaser which executes a Joinder Supplement agrees that it will comply with all transfer restrictions specified in the Indenture and will execute and deliver to the Issuer, the Seller, the Servicer, the Depositor, the Indenture Trustee and the Agent on or before the effective date of its Joinder Supplement a letter in the form attached hereto as Exhibit A (an “ Investment Letter ”) with respect to the purchase by such Purchaser of an interest in the Notes. Each initial purchaser of a Note or any interest therein and any Assignee thereof or Participant therein shall certify to the Issuer, the Seller, the Servicer, the Depositor, the Indenture Trustee and the Agent that it is either (A)(i) a citizen or resident of the United States, (ii) a corporation or partnership (or any other entity treated as a corporation or a partnership for federal income tax purposes) organized in or under the laws of the United States or any political subdivision thereof which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Notes may constitute unrelated business taxable income or (iii) a person not described in (i) or (ii) whose income from the Notes is and will be effectively connected with the conduct of a trade or business within the United States (within the meaning of the Code) and whose ownership of any interest in a Note will not result in any withholding obligation with respect to any payments with respect to the Notes by any Person and who will furnish to the Agent, the Seller, the Servicer and the Indenture Trustee, and to the Owner making the Transfer a properly executed U.S. Internal Revenue Service Form W-8ECI or W-8BEN (or any successor form) (and to agree (to the extent legally able) to provide a new Form W-8ECI or W-8BEN (or any successor form) upon the expiration or obsolescence of any previously delivered form and

-31-

comparable statements in accordance with applicable United States laws), (B) an estate the income of which is includible in gross income for United States federal income tax purposes or (C) a trust if a court within the United States is able to exercise primary supervision over the administration of such trust and one or more United States fiduciaries have the authority to control all substantial decisions of the trust.

(c) Any sale, transfer, assignment, participation, pledge, hypothecation or other disposition (a “ Transfer ”) of a Note or any interest therein may be made only in accordance with this Section 8.1. Any Transfer of a Note, an interest in a Note, or any Commitment Percentage shall be in respect of at least $1,000,000 of the outstanding principal under the Notes. Any Transfer of an interest in a Note otherwise permitted by this Section 8.1 will be permitted only if it consists of a pro rata percentage interest in all payments made with respect to the Purchaser’s beneficial interest in such Note. No Note or any interest therein may be Transferred by Assignment or Participation (each as defined below) to any Person (each, a “ Transferee ”) unless such transfer complies with the transfer restrictions specified in the Indenture and prior to the transfer the Transferee shall have executed and delivered to the Agent and the Issuer an Investment Letter.

(d) Each of the Issuer, the Depositor, the Seller and the Servicer authorizes each Purchaser to disclose to any Transferee and any prospective Transferee any and all financial information in the Purchaser’s possession concerning the Seller, the Servicer, the Depositor and the Issuer which has been delivered to the Agent or such Purchaser pursuant to the Transaction Documents (including information obtained pursuant to rights of inspection granted hereunder) or which has been delivered to such Purchaser by or on behalf of the Seller, the Issuer, the Depositor or the Servicer in connection with such Purchaser’s credit evaluation of the Seller, the Issuer, the Depositor or the Servicer prior to becoming a party to, or purchasing an interest in this Agreement or the Notes, provided that each such Transferee, prospective Transferee agrees in writing to maintain the confidentiality of such information pursuant to the following paragraph.

(e) The Agent and each Purchaser, severally and with respect to itself only, covenants and agrees that any information obtained by the Agent or such Purchaser pursuant to, or otherwise in connection with, this Agreement or the other Transaction Documents shall be held in confidence (it being understood that documents provided to the Agent hereunder may in all cases be distributed by the Agent to the Purchasers) except that the Agent or such Purchaser may disclose such information (i) to its officers, directors, members, employees, agents, counsel, accountants, auditors, advisors or representatives who have an obligation to maintain the confidentiality of such information, (ii) to the extent such information has become available to the public other than as a result of a disclosure by or through the Agent or such Purchaser, (iii) to the extent such information was available to the Agent or such Purchaser on a nonconfidential basis prior to its disclosure to the Agent or such Purchaser in connection with this transaction, (iv) with the consent of the Servicer, (v) to the extent permitted by the preceding paragraph, or (vi) to the extent the Agent or such Purchaser should be (A) required in connection with any legal or regulatory proceeding or (B) requested by any Governmental Authority to disclose such information; provided , that, in the case of clause (vi), the Agent or such Purchaser, as the case may be, will (unless otherwise prohibited by law or in connection with regular regulatory reviews) notify the Issuer of its intention to make any such disclosure as early as

-32-

practicable prior to making such disclosure and cooperate with the Servicer in connection with any action to obtain a protective order with respect to such disclosure.

(f) Each Purchaser may, in accordance with applicable law (which includes applicable securities laws), at any time grant participations in all or part of its Commitment or its interest in the Notes, including the payments due to it under this Agreement and the Indenture (each, a “ Participation ”), to any Person (each, a “ Participant ”); provided , however , that no Participation shall be granted to any Person unless and until the Agent shall have consented thereto (which consent shall not be unreasonably withheld) and the conditions to Transfer specified in this Agreement, including in subsection 8.1(c) hereof, shall have been satisfied and that such Participation consists of a pro rata percentage interest in all principal payments made with respect to such Purchaser’s beneficial interest (if any) in the Notes and a specified interest rate on the principal balance of such Participation. In connection with any such Participation, the Agent shall maintain a register of each Participant and the amount of each Participation. Each Purchaser hereby acknowledges and agrees that (i) any such Participation will not alter or affect such Purchaser’s direct obligations hereunder, and (ii) none of the Indenture Trustee, the Issuer, the Depositor, the Seller nor the Servicer shall have any obligation to have any communication or relationship with any Participant. No Participant shall be entitled to transfer all or any portion of its Participation, without the prior written consent of the Agent. Each Participant shall be entitled to receive indemnification pursuant to Section 2.4 hereof as if such Participant were a Purchaser and such Section applied to its Participation. Each Purchaser shall give the Agent notice of the consummation of any sale by it of a Participation, and the Agent (upon receipt of notice from the related Purchaser) shall promptly notify the Issuer, the Servicer and the Indenture Trustee. Unless separately agreed to between the related Purchaser and the Participant in the related participation agreement, no Participant shall have the right to approve any amendment or waiver of the terms of this Agreement except with respect to those matters set forth in clauses (i) and (ii) of the proviso to Section 9.1 hereof.

(g) Each Purchaser may, with the consent of the Agent and the Servicer (which shall not unreasonably be withheld) and in accordance with applicable law (which includes applicable securities laws), sell or assign (each, an “ Assignment ”), to any Person (each, an “ Assignee ”) all or any part of its Commitment or its interest in the Notes and its rights and obligations under this Agreement and the Indenture pursuant to an agreement substantially in the form attached hereto as Exhibit C hereto (a “ Transfer Supplement ”), executed by such Assignee and the Purchaser and delivered to the Agent and the Servicer for their acceptance and consent; provided , however , that no such assignment or sale shall be effective unless and until the conditions to Transfer specified in this Agreement, including in subsection 8.1(c) hereof, shall have been satisfied; and provided , further , however , that neither the consent of the Servicer nor the Agent shall be required in the case of an assignment by any existing Purchaser to another existing Purchaser, or in the case of any assignment to any Affiliates of the Agent. From and after the effective date determined pursuant to such Transfer Supplement, (x) the Assignee thereunder shall be a party hereto and, to the extent provided in such Transfer Supplement, have the rights and obligations of a Purchaser hereunder as set forth therein and (y) the transferor Purchaser shall, to the extent provided in such Transfer Supplement, be released from its Commitment and other obligations under this Agreement; provided , however , that after giving effect to each such Assignment, the obligations released by any such Purchaser shall have been assumed by an Assignee or Assignees. Such Transfer

-33-

Supplement shall be deemed to amend this Agreement to the extent, and only to the extent, necessary to reflect the addition of such Assignee and the resulting adjustment of Percentage Interests, Commitment Percentages arising from the Assignment. Upon its receipt and acceptance of a duly executed Transfer Supplement, the Agent shall on the effective date determined pursuant thereto give notice of such acceptance to the Issuer, the Servicer and the Indenture Trustee.

Upon instruction to register a transfer of a Purchaser’s beneficial interest in the Notes (or portion thereof) and surrender for registration of transfer such Purchaser’s Note(s) (if applicable) and delivery to the Issuer and the Indenture Trustee of an Investment Letter, executed by the registered owner (and the beneficial owner if it is a Person other than the registered owner), and receipt by the Indenture Trustee of a copy of the duly executed related Transfer Supplement and such other documents as may be required under this Agreement, such beneficial interest in the Notes (or portion thereof) shall be transferred in the records of the Indenture Trustee and the Agent and, if requested by the Assignee, new Notes shall be issued to the Assignee and, if applicable, the transferor Purchaser in amounts reflecting such Transfer as provided in the Indenture. Such Transfers of Notes (and interests therein) shall be subject to this Section 8.1 in lieu of any regulations which may be prescribed under Section 6.3 of the Indenture. Successive registrations of Transfers as aforesaid may be made from time to time as desired, and each such registration of a transfer to a new registered owner shall be noted on the Note Register.

(h) Each Purchaser may pledge its interest in the Notes to any Federal Reserve Bank as collateral in accordance with applicable law.

(i) Any Purchaser shall have the option to change its Investing Office.

(j) Each Affected Party shall be entitled to receive indemnification pursuant to Section 2.4 hereof as though it were a Purchaser and such Section applied to its interest in or commitment to acquire an interest in the Notes.

Section 8.2. Register of Purchasers and Participants . The Agent shall maintain a register (the “ Purchaser/Participant Register ”) for the registration, transfer and exchange of interests in the Notes and the granting of Participations of interests in the Notes. The names and addresses of all Purchasers and Participants and the names and addresses of the transferees of any interests in Notes shall be registered in the Purchaser/Participant Register.

SECTION IX. MISCELLANEOUS

Section 9.1. Amendments and Waivers . This Agreement may not be amended, supplemented or modified nor may any provision hereof be waived except in accordance with the provisions of this Section 9.1. With the written consent of the Required Purchasers, the Agent, the Seller, the Servicer, the Depositor and the Issuer may, from time to time, enter into written amendments, supplements, waivers or modifications hereto for the purpose of adding any provisions to this Agreement or changing in any manner the rights of any party hereto or waiving, on such terms and conditions as may be specified in such instrument, any of the requirements of this Agreement; provided , however , that no such amendment, supplement, waiver or modification

-34-

shall (i) reduce the amount of or extend the maturity of any Note or reduce the rate or extend the time of payment of interest thereon, or reduce or alter the timing of any other amount payable to any Purchaser hereunder or under the Indenture, in each case without the consent of the Purchasers affected thereby, (ii) amend, modify or waive any provision of this Section 9.1, or reduce the percentage specified in the definition of the Required Purchasers, in each case without the written consent of all Purchasers, or (iii) amend, modify or waive any provision of Section VII hereof without the written consent of the Agent. Any waiver of any provision of this Agreement shall be limited to the provisions specifically set forth therein for the period of time set forth therein and shall not be construed to be a waiver of any other provision of this Agreement.

Section 9.2. Notices . (a) All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered by hand, or, in the case of mail or telecopy notice, when received, addressed as follows or, with respect to a Purchaser, as set forth in its respective Joinder Supplement or Transfer Supplement, or to such other address as may be hereafter notified by the respective parties hereto:

The Issuer:	BXG TIMESHARE TRUST I c/o Wilmington Trust Company Rodney Square North 1100 N. Market Street Wilmington, DE 19890-0001

	Attention: Corporate Trust Administration/ BXG TIMESHARE TRUST I Fax: (302) 651-8882

Bluegreen:	BLUEGREEN CORPORATION 4960 Conference Way North, Suite 100 Boca Raton, Florida 33431 Attention: Anthony M. Puleo Fax: (561) 912-8123

The Depositor:	BLUEGREEN TIMESHARE FINANCE CORPORATION I 4950 Communication Avenue, Suite 900 Boca Raton, Florida 33431 Attention: Allan J. Herz Fax: (561) 443-8743

The Indenture Trustee:	U.S. BANK NATIONAL ASSOCIATION 60 Livingston Avenue EP-MN-WS3D St. Paul, MN 55107-2292 Phone: (651) 495-3880 Fax: (651) 495-8093 Attention: BXG Timeshare Trust I

-35-


The Agent:	BB&T Capital Markets 1133 Avenue of the Americas, 27 ^th Floor New York, New York 10036 Attention: Paul Richardson Fax: (212) 822-8151

	and

	Branch Banking and Trust Company 200 West Second Street, 16 ^th Floor Winston-Salem, North Carolina 27101 Attention: Cory Boyte Fax: (336) 733-2740

(b) Unless otherwise directed by the Agent, all payments to it shall be made by federal wire (ABA #053101121), to account number 4990024249, bank name: BB&T, account name: BXG Timeshare Trust. To the extent necessary, any communications regarding any wires should be directed to Beth Cook of Branch Banking and Trust Company; Fax: (336) 733-2740 and Phone: (336) 733-2726.

Section 9.3. No Waiver; Cumulative Remedies . No failure to exercise and no delay in exercising, on the part of the Agent or any Purchaser, any right, remedy, power or privilege under any of the Transaction Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege under any of the Transaction Documents preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges provided in the Transaction Documents are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.

Section 9.4. Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Seller, the Servicer, the Depositor, the Issuer, the Agent, the Purchasers, any Assignee, any Participant, any Indemnitee and their respective successors and assigns, except that the Seller, the Servicer, the Depositor and the Issuer may not assign or transfer any of their respective rights or obligations under this Agreement except as provided herein and in the Indenture, without the prior written consent of 66-2/3% of the Purchasers and the Purchasers, the Agent, Assignees and Participants may not assign or transfer any of their respective rights or obligations except as provided herein.

Section 9.5. Counterparts . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

-36-

Section 9.6. Severability . Any provisions of this Agreement which are prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provisions in any other jurisdiction.

Section 9.7. Integration . This Agreement and the Fee Letter represent the agreement of the Agent, the Seller, the Depositor, the Issuer, the Servicer and the Purchasers with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Purchasers or the Agent relative to subject matter hereof not expressly set forth or referred to herein or therein.

Section 9.8. Governing Law . THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK.

Section 9.9. Termination . This Agreement shall remain in full force and effect until the payment in full of the principal of and interest on the Notes and all other amounts payable to the Purchasers or the Agent hereunder and the termination of all Commitments; provided , however , that the provisions of Sections 2.3, 2.4, 6.1, 6.2, 7.7, 9.11, 9.13 and 9.14 hereof shall survive termination of this Agreement, the transfer by a Purchaser of any Note or any interest therein and any amounts payable to the Agent, Purchasers or any Affected Party thereunder shall remain payable thereto.

Section 9.10. Limited Recourse; No Proceedings . The obligations of the Issuer and the Depositor under this Agreement are solely the obligations of the Issuer and the Depositor, as applicable. No recourse shall be had for the payment of any fee or other obligation or claim arising out of or relating to this Agreement or any other agreement, instrument, document or certificate executed and delivered or issued by the Issuer and the Depositor, or any officer of any of them in connection therewith, against any partner, member, stockholder, employee, officer, director or incorporator of the Issuer and the Depositor. With respect to obligations of the Issuer, neither the Agent nor any Purchaser shall look to any property or assets of the Issuer, other than to the Trust Estate. Each Purchaser and the Agent hereby agrees that to the extent such funds are insufficient or unavailable to pay any amounts owing to it by the Issuer pursuant to this Agreement, prior to the commencement of a bankruptcy or insolvency proceeding by or against the Issuer, it shall not constitute a claim against the Issuer. Each of the Issuer, the Depositor, the Seller, the Servicer, the Agent and each Purchaser agrees that it shall not institute or join against the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or similar proceeding under any federal or state bankruptcy law, for one year and a day after the termination of the Indenture. Nothing in this paragraph shall limit or otherwise affect the liability of the Servicer and the Seller with respect to any amounts owing by the Servicer or the Seller, respectively, hereunder or the right of the Agent or any Purchaser to enforce such liability against the Servicer or the Seller, respectively, or any of its respective assets. For clarity, it is understood that the Timeshare Loans, related Timeshare Loan Documents

-37-

and other assets will be conveyed by the Seller to the Depositor and by the Depositor to the Issuer pursuant to the terms of the Purchase Agreement and Sale Agreement, respectively, without recourse, representation on warranty except as expressly provided therein. Without limiting the foregoing, none of the Seller, the Depositor or any of their respective subsidiaries shall be responsible for payments on the Timeshare Loans, and any other credit risks associated therewith shall be borne by the Issuer and the holders of any obligations of the Issuer.

Section 9.11. Survival of Representations and Warranties . All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement, the purchase of the Notes hereunder and the termination of this Agreement.

Section 9.12. Submission to Jurisdiction; Waivers . EACH OF THE SELLER, THE ISSUER, THE DEPOSITOR, THE SERVICER, THE AGENT AND EACH PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(1) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN MANHATTAN AND THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;

(2) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(3) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 9.2 OR AT SUCH OTHER ADDRESS OF WHICH THE AGENT SHALL HAVE BEEN NOTIFIED PURSUANT THERETO; AND

(4) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

-38-

Section 9.13. WAIVERS OF JURY TRIAL . EACH OF THE SELLER, THE SERVICER, THE ISSUER, THE DEPOSITOR, THE AGENT AND THE PURCHASERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN.

Section 9.14. Limitation of Liability of Owner Trustee . Notwithstanding anything contained herein or in any other Transaction Document to the contrary, it is expressly understood and agreed by the parties hereto that (a) this Agreement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer and the Trust Estate, and (c) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Agreement or any other Transaction Documents.

Section 9.15. Effective Date . This Agreement shall be effective as of the Amendment Date.

Section 9.16. Hedging Requirements . Upon prior written notice from the Agent to the Issuer and the Servicer, the Issuer shall enter into a Hedge Agreement with a Qualified Hedge Counterparty and upon execution thereof shall pledge all of the Issuer’s right, title and interest under such Hedge Agreement to the Indenture Trustee for the benefit of the Agent on behalf of the Purchasers pursuant to Section 2.3 hereof and the Indenture. Each Hedge Agreement shall be in form and substance satisfactory to the Agent, including, without limitation, having a notional amount based on the Required Hedge Amount.

-39-

IN WITNESS WHEREOF, the parties hereto have caused this Note Funding Agreement to be duly executed by their respective officers as of the day and year first above written.

BXG TIMESHARE TRUST I

By:	Wilmington Trust Company, not in its individual capacity, but solely as Owner Trustee

	By:
		Name:
		Title:

	BLUEGREEN CORPORATION, as Seller and Servicer

	By:
		Name: Anthony M. Puleo
		Title: Senior Vice President, CFO & Treasurer

	BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor

	By:
		Name: Allan J. Herz
		Title: President and Assistant Treasurer

	BRANCH BANKING AND TRUST COMPANY, as Agent

	By:
		Name:
		Title:

-40-

EXHIBIT A

FORM OF INVESTMENT LETTER

[Date]

BXG TIMESHARE TRUST I

c/o___________, as Owner Trustee Attention:

Bluegreen Corporation

Bluegreen Timeshare Finance Corporation I

Re	BXG TIMESHARE TRUST I

Timeshare Loan-Backed VFN Notes, Series I

Ladies and Gentlemen:

This letter (the “Investment Letter”) is delivered by the undersigned (the “Purchaser”) pursuant to subsection 8.1(b) of the Third Amended and Restated Note Funding Agreement dated as of August 1, 2010 (as in effect, the “Note Funding Agreement”), among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor, the Purchasers parties thereto and Branch Banking and Trust Company, as Agent. Capitalized terms used herein without definition shall have the meanings set forth in the Note Funding Agreement. The Purchaser represents to and agrees with the Issuer as follows:

(a) The Purchaser is authorized [to enter into the Note Funding Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby] [to purchase a participation or other interest in obligations under the Note Funding Agreement].

(b) The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Notes and is able to bear the economic risk of such investment. The Purchaser has been afforded the opportunity to ask such questions as it deems necessary to make an investment decision, and has received all information it has requested in connection with making such investment decision. The Purchaser has, independently and without reliance upon the Agent or any other Purchaser, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Issuer, the Depositor, the Seller and the Servicer and made its own decision to purchase its interest in the Notes, and will, independently and without

reliance upon the Agent or any other Purchaser, and based on such documents and information as it shall deem appropriate at the time, continue to make its own analysis, appraisals and decisions in taking or not taking action under the Note Funding Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Issuer, the Seller, the Depositor and the Servicer.

(c) The Purchaser is an “accredited investor,” as defined in Rule 501, promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”) or is a “qualified institutional buyer” (within the meaning of Rule 144A thereunder) and is acquiring the Notes (or an interest in the Notes) for its own account for investment purposes. The Purchaser understands that the offering and sale of the Notes (or any interest in therein) has not been and will not be registered under the Securities Act and has not and will not be registered or qualified under any applicable “Blue Sky” law, and that the offering and sale of the Note (or any interest in therein) has not been reviewed by, passed on or submitted to any federal or state agency or commission, securities exchange or other regulatory body.

(d) The Purchaser is not an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (each such plan, an “Employee Plan”), an entity whose underlying assets include the assets of any Employee Plan, or a governmental plan that is subject to any federal, state or local law which is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code or the Purchaser’s purchase, holding and disposition of the Notes does not result in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code (or, in the case of a governmental plan, any substantially similar federal, state or local law) for which an exemption is not available.

(e) The Purchaser is acquiring an interest in Notes without a view to any distribution, resale or other transfer thereof except, with respect to any Purchaser Interest or any interest or participation therein, as contemplated in the following sentence. The Purchaser will not resell or otherwise transfer any interest or participation in the Purchaser Interest, except in accordance with Section 8.1 of the Note Funding Agreement and in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities or “blue sky” laws. In connection therewith, the Purchaser hereby agrees that it will not resell or otherwise transfer the Notes or any interest therein unless the purchaser thereof provides to the addressee hereof a letter substantially in the form hereof.

(f) This Investment Letter has been duly executed and delivered and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles affecting the enforcement of creditors’ rights generally and general principles of equity.

(g) The Purchaser expressly agrees to be bound by the terms of the Note Funding Agreement, including but not limited to the confidentiality provision and the restrictions on transfer set forth in Article VIII thereof.

-2-

Very truly yours,

[NAME OF PURCHASER]

By ________________________________

Name:

Title:

-3-

EXHIBIT B

FORM OF JOINDER SUPPLEMENT

JOINDER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among BXG TIMESHARE TRUST I (the “ Issuer ”), BLUEGREEN CORPORATION, as Seller and Servicer (the “ Servicer ”), BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor, the Purchaser set forth in Item 2 of Schedule I hereto (the “ Additional Purchaser ”), and Branch Banking and Trust Company, as Agent for the Purchasers under, and as defined in, the Note Funding Agreement described below (in such capacity, the “ Agent ”).

W I T N E S S E T H

WHEREAS, this Supplement is being executed and delivered in accordance with subsection 2.2(c) of the Third Amended and Restated Note Funding Agreement, dated as of August 1, 2010, among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor, the Purchasers parties thereto, and the Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “ Note Funding Agreement ”; unless otherwise defined herein, terms defined in the Note Funding Agreement are used herein as therein defined); and

WHEREAS, the Additional Purchaser (if it is not already a Purchaser party to the Note Funding Agreement) wishes to become a Purchaser party to the Note Funding Agreement;

NOW, THEREFORE, the parties hereto hereby agree as follows:

Upon receipt by the Agent of five counterparts of this Supplement, to each of which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Additional Purchaser, the Issuer and the Agent, the Agent will transmit to the Servicer, the Issuer, the Indenture Trustee and the Additional Purchaser a Joinder Effective Notice, substantially in the form of Schedule III to this Supplement (a “ Joinder Effective Notice” ). Such Joinder Effective Notice shall be executed by the Agent and shall set forth, inter alia , the date on which the transfer effected by this Supplement shall become effective (the “ Joinder Effective Date” ). From and after the Joinder Effective Date, the Additional Purchaser shall be a Purchaser party to the Note Funding Agreement for all purposes thereof having an initial Commitment Percentage and a Commitment, if applicable, as set forth in such Schedule II.

Concurrently with the execution and delivery hereof, the Additional Purchaser will deliver to the Issuer and the Indenture Trustee an executed Investment Letter in the form of Exhibit A to the Note Funding Agreement.

Each of the parties to this Supplement agrees and acknowledges that at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Supplement.

-1-

By executing and delivering this Supplement, the Additional Purchaser confirms to and agrees with the Agent and the Purchaser as follows: (i) neither the Agent nor any other Purchaser makes any representation or warranty or assumes any responsibility with respect to any statements, warranties or representations made in or in connection with the Note Funding Agreement (other then representations or warranties made by such respective parties) or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Note Funding Agreement or any other instrument or document furnished pursuant thereto, or with respect to the financial condition of the Seller, the Servicer, the Depositor, the Issuer or the Indenture Trustee, or the performance or observance by the Seller, the Servicer, the Depositor, the Issuer or the Indenture Trustee of any of their respective obligations under the Note Funding Agreement or the Indenture or any other instrument or document furnished pursuant hereto; (ii) the Additional Purchaser confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (iii) the Additional Purchaser will, independently and without reliance upon the Agent or any other Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Note Funding Agreement; (iv) each Purchasing Purchaser appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Note Funding Agreement and the Indenture as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Section 7 of the Note Funding Agreement; and (vi) the Additional Purchaser agrees (for the benefit of the Agent, the other Purchasers, the Indenture Trustee, the Seller, the Servicer, the Depositor and the Issuer) that it will perform in accordance with their terms all of the obligations which by the terms of the Note Funding Agreement are required to be performed by it as a Purchaser.

Schedule II hereto sets forth the Commitment and the Commitment Expiration Date, if applicable, and the initial Investing Office of the Additional Purchaser, as well as administrative information with respect to the Additional Purchaser.

THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

(i) Notwithstanding anything contained herein or in any other Transaction Document to the contrary, it is expressly understood and agreed by the parties hereto that (a) this Supplement is executed and delivered by Wilmington Trust Company, not individually or personally but solely as Owner Trustee, in the exercise of the powers and authority conferred and vested in it under the Trust Agreement, (b) each of the representations, undertakings and agreements herein made on the part of the Issuer is made and intended not as a personal representation, undertaking or agreement by Wilmington Trust Company but is made and intended for the purpose for binding only the Issuer and the Trust Estate, and (c) under no circumstances shall Wilmington Trust Company be personally liable for the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Issuer under this Supplement or any other Transaction Documents.

-2-

IN WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed by their respective duly authorized officers on Schedule I hereto as of the date set forth in Item 1 of Schedule I hereto.

-3-

SCHEDULE I TO

JOINDER SUPPLEMENT

COMPLETION OF INFORMATION AND

SIGNATURES FOR JOINDER SUPPLEMENT

Re:

Third Amended and Restated Note Funding Agreement, dated as of August 1, 2010, among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor, the Purchasers party thereto and Branch Banking and Trust Company, as Agent.

Item 1:

Date of Joinder Supplement:

Item 2:

Additional Purchaser:

Item 3:

Signatures of Parties to Agreement:


		as Additional Purchaser
	By:
		Name:
		Title:
	[By:
		Name:
		Title:]

		BXG TIMESHARE TRUST I
		as Issuer

	By _______________, not in its individual capacity, but solely as Owner Trustee

	By:
		Name:
		Title:

		BRANCH BANKING AND TRUST COMPANY, as Agent

	By:
		Name:
		Title:

-1-

		BLUEGREEN CORPORATION,
		as Seller and Servicer

	By:
		Name:
		Title:

		BLUEGREEN TIMESHARE FINANCE
		CORPORATION I, as Depositor

	By:
		Name:
		Title:

-2-

SCHEDULE II TO

JOINDER SUPPLEMENT

LIST OF INVESTING OFFICES, ADDRESSES

FOR NOTICES AND COMMITMENT

[Additional Purchaser]

Initial Commitment Percentage: (if applicable)		_______%
Class of Notes		_________
Initial Commitment:		$____________
Office and Address for Notices :

-1-

SCHEDULE III TO

JOINDER SUPPLEMENT

FORM OF

JOINDER EFFECTIVE NOTICE

To:	[Names and addresses of

Issuer, Seller, Servicer, Indenture Trustee, Depositor

Agent and Additional Purchaser]

The undersigned, as Agent under the Third Amended and Restated Note Funding Agreement, dated as of August 1, 2010, among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor, the Purchasers parties thereto and Branch Banking and Trust Company, as Agent for the Purchasers thereunder, acknowledges receipt of five executed counterparts of a completed Joinder Supplement. [Note: attach copies of Schedules I and II from such Agreement.] Terms defined in such Supplement are used herein as therein defined.

Pursuant to such Supplement, you are advised that the Joinder Effective Date will be _____________, .

Very truly yours,

BRANCH BANKING AND TRUST COMPANY, as Agent

By:
	Name:
	Title:

-1-

EXHIBIT C

FORM OF TRANSFER SUPPLEMENT

TRANSFER SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto, among the transferor Purchaser set forth in Item 2 of Schedule I hereto (the “ Transferor Purchaser ”), the Purchasing Purchaser set forth in Item 3 of Schedule I hereto (the “ Purchasing Purchaser ”), and Branch Banking and Trust Company, as Agent for the Purchasers under, and as defined in, the Note Funding Agreement described below (in such capacity, the “ Agent ”).

W I T N E S S E T H:

WHEREAS, this Supplement is being executed and delivered in accordance with subsection 8.1(e) of the Third Amended and Restated Note Funding Agreement, dated as of August 1, 2010, among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor, the Purchasers parties thereto and the Agent (as from time to time amended, supplemented or otherwise modified in accordance with the terms thereof, the “ Note Funding Agreement ”; unless otherwise defined herein, terms defined in the Note Funding Agreement are used herein as therein defined);

WHEREAS, the Purchasing Purchaser (if it is not already a Purchaser party to the Note Funding Agreement) wishes to become a Purchaser party to the Note Funding Agreement and the Purchasing Purchaser wishes to acquire and assume from the Transferor Purchaser, certain of the rights, obligations and commitments under the Note Funding Agreement; and

WHEREAS, the Transferor Purchaser wishes to sell and assign to the Purchasing Purchaser, certain of its rights, obligations and commitments under the Note Funding Agreement.

NOW, THEREFORE, the parties hereto hereby agree as follows:

(a) Upon receipt by the Agent of five counterparts of this Supplement, to each of which is attached a fully completed Schedule I and Schedule II, each of which has been executed by the Transferor Purchaser, the Purchasing Purchaser [,the Issuer] ¹ and the Agent, the Agent will transmit to the Servicer, the Seller, the Issuer, the Depositor, the Indenture Trustee, the Transferor Purchaser and the Purchasing Purchaser a Transfer Effective Notice, substantially in the form of Schedule III to this Supplement (a “ Transfer Effective Notice ”). Such Transfer Effective Notice shall be executed by the Agent and shall set forth, inter alia , the date on which the transfer effected by this Supplement shall become effective (the “ Transfer Effective Date ”). From and after the Transfer Effective Date the Purchasing Purchaser shall be a Purchaser party to the Note Funding Agreement for all purposes thereof.

(b) At or before 12:00 Noon, local time of the Transferor Purchaser, on the Transfer Effective Date, the Purchasing Purchaser shall pay to the Transferor Purchaser, in immediately available funds, an amount equal to the purchase price, as agreed between the Transferor Purchaser and such Purchasing Purchaser (the “ Purchase Price ”), of the portion set forth on

_________________________

¹ required by the Note Funding Agreement.

-1-

Schedule II hereto being purchased by such Purchasing Purchaser of the outstanding advances under the Note owned by the Transferor Purchaser (such Purchasing Purchaser’s “ Purchase Percentage ”) and other amounts owing to the Transferor Purchaser under the Note Funding Agreement or otherwise in respect of the Notes. Effective upon receipt by the Transferor Purchaser of the Purchase Price from the Purchasing Purchaser, the Transferor Purchaser hereby irrevocably sells, assigns and transfers to the Purchasing Purchaser, without recourse, representation or warranty, and the Purchasing Purchaser hereby irrevocably purchases, takes and assumes from the Transferor Purchaser, the Purchasing Purchaser’s Purchase Percentage of [(i)] the presently Outstanding Note Balance under the Notes owned by the Transferor Purchaser and other amounts owing to the Transferor Purchaser in respect of the Notes, together with all instruments, documents and collateral security pertaining thereto, [and (ii) the Purchasing Purchaser’s Purchase Percentage of the Commitment Percentage and the Commitment of the Transferor Purchaser and other rights, duties and obligations of the Transferor Purchaser under the Note Funding Agreement.] This Supplement is intended by the parties hereto to effect a purchase by the Purchasing Purchaser and sale by the Transferor Purchaser of interests in the Notes, and it is not to be construed as a loan or a commitment to make a loan by the Purchasing Purchaser to the Transferor Purchaser. The Transferor Purchaser hereby confirms that the amount of the Outstanding Note Balance of the Notes is $ and its Percentage Interest thereof is ___%, which equals $ as of , 200_. Upon and after the Transfer Effective Date (until further modified in accordance with the Note Funding Agreement), the Commitment Percentage of the Transferor Purchaser and the Purchasing Purchaser and the Commitment of the Transferor Purchaser and the Purchasing Purchaser shall be as set forth in Schedule II to this Supplement.

(c) The Transferor Purchaser has made arrangements with the Purchasing Purchaser with respect to (i) the portion, if any, to be paid, and the date or dates for payment, by the Transferor Purchaser to the Purchasing Purchaser of any fees heretofore received by the Transferor Purchaser pursuant to the Note Funding Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to be paid, and the date or dates for payment, by the Purchasing Purchaser to the Transferor Purchaser of fees or interest received by the Purchasing Purchaser pursuant to the Note Funding Agreement or otherwise in respect of the Notes from and after the Transfer Effective Date.

(d) All principal payments that would otherwise be payable from and after the Transfer Effective Date to or for the account of the Transferor Purchaser in respect of the Notes shall, instead, be payable to or for the account of the Transferor Purchaser and the Purchasing Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement.

(e) All interest, fees and other amounts that would otherwise accrue for the account of the Transferor Purchaser from and after the Transfer Effective Date pursuant to the Note Funding Agreement or in respect of the Notes shall, instead, accrue for the account of, and be payable to or for the account of, the Transferor Purchaser and the Purchasing Purchaser, as the case may be, in accordance with their respective interests as reflected in this Supplement. In the event that any amount of interest, fees or other amounts accruing prior to the Transfer Effective Date was included in the Purchase Price paid by the Purchasing Purchaser, the Transferor Purchaser and the Purchasing Purchaser will make appropriate arrangements for payment by the

-2-

Transferor Purchaser to the Purchasing Purchaser of such amount upon receipt thereof from the Agent.

(f) Concurrently with the execution and delivery hereof, the Purchasing Purchaser will deliver to Agent, the Issuer and the Indenture Trustee an executed Investment Letter in the form of Exhibit A to the Note Funding Agreement.

(g) Each of the parties to this Supplement agrees and acknowledges that (i) at any time and from time to time upon the written request of any other party, it will execute and deliver such further documents and do such further acts and things as such other party may reasonably request in order to effect the purposes of this Supplement, and (ii) the Agent shall apply each payment made to it under the Note Funding Agreement, whether in its individual capacity or as Agent, in accordance with the provisions of the Note Funding Agreement, as appropriate.

(h) By executing and delivering this Supplement, the Transferor Purchaser and the Purchasing Purchaser confirm to and agree with each other and the Agent and the Purchaser as follows: (i) other than the representation and warranty that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any adverse claim created by or through it, the Transferor Purchaser makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Note Funding Agreement or the Indenture or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Note Funding Agreement or any other instrument or document furnished pursuant thereto; (ii) the Transferor Purchaser makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Seller, the Servicer, the Depositor, the Issuer or the Indenture Trustee, or the performance or observance by the Seller, the Servicer, the Depositor, the Issuer or the Indenture Trustee of any of their respective obligations under the Note Funding Agreement, the Indenture or any other instrument or document furnished pursuant hereto; (iii) each Purchasing Purchaser confirms that it has received a copy of such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Supplement; (iv) each Purchasing Purchaser will, independently and without reliance upon the Agent, the Transferor Purchaser or any other Purchaser and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Note Funding Agreement or the Indenture; (v) each Purchasing Purchaser appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Note Funding Agreement and the Indenture as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, all in accordance with Section 7 of the Note Funding Agreement; and (vi) each Purchasing Purchaser agrees (for the benefit of the Transferor Purchaser, the Issuer, the Agent, the Purchasers, the Indenture Trustee, the Depositor, the Seller, the Servicer and the Issuer) that it will perform in accordance with their terms all of the obligations which by the terms of the Note Funding Agreement are required to be performed by it as a Purchaser.

(i) [Schedule II hereto sets forth the revised Commitment Percentage and Commitment of the Transferor Purchaser, the Commitment Percentage, the Commitment of the Purchasing Purchaser, as applicable, and the initial Investing Office of the Purchasing Purchaser, as well as administrative information with respect to the Purchasing Purchaser.]

-3-

(j) THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

-4-

SCHEDULE I TO

TRANSFER SUPPLEMENT

COMPLETION OF INFORMATION AND

SIGNATURES FOR TRANSFER SUPPLEMENT

Re:

Third Amended and Restated Note Funding Agreement, dated as of August 1, 2010, among BXG TIMESHARE TRUST I, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor, the Purchasers party thereto and Branch Banking and Trust Company, as Agent.

Item 1:

Date of Transfer Supplement:

Item 2:

Transferor Purchaser:

Item 3:

Purchasing Purchaser:

Item 4:

Signatures of Parties to Agreement:

		as Transferor Purchaser

	By:
		Name:
		Title:

	By:
		Name:
		Title:

		as Purchasing Purchaser

	By:
		Name:
		Title:

	By:
		Name:
		Title:

-1-

CONSENTED TO AND ACCEPTED BY:

BRANCH BANKING AND TRUST COMPANY, as Agent

By:
	Name:
	Title:

By:
	Name:
	Title:

BXG TIMESHARE TRUST I

By __________, not in its individual capacity, but solely as Owner Trustee

By:
	Name:
	Title:

BLUEGREEN CORPORATION,

as Seller and Servicer

By:
	Name:
	Title:

BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor

By:
	Name:
	Title:

-2-

SCHEDULE II TO

TRANSFER SUPPLEMENT

LIST OF INVESTING OFFICES, ADDRESSES

FOR NOTICES, ASSIGNED INTERESTS, PURCHASE

AND COMMITMENT PERCENTAGES AND PURCHASE PRICE

[Transferor Purchaser]

Commitment Percentage :
Transferor Purchaser Commitment Percentage Prior to Sale:		_______%
Commitment Percentage Sold:		_______%
Commitment Percentage Retained:		_______%
Commitment :
Transferor Purchaser Commitment Prior to Sale:		$________
Commitment Sold:		$________
Commitment Retained		$________
Class of Notes		_________
D. Outstanding Note Balance of Notes :
Transferor Purchaser Outstanding Note Balance of Notes Prior to Sale:		$________
Outstanding Note Balance of Notes Sold:		$________
Outstanding Note Balance of Notes Retained:		$________
E. Purchase Percentage :		_______%
[Purchasing Purchaser]
Commitment Percentage:		_______%
Commitment:		$________
C. Outstanding Note Balance of Notes Owned Immediately After Sale:		$________
Address for Notices :

Investing Office :

-1-

SCHEDULE III TO

TRANSFER SUPPLEMENT

Form of

Transfer Effective Notice

To:

[Name and address of

Issuer, Servicer, Indenture Trustee, the Transferor

Purchaser and the Purchasing Purchaser]

The undersigned, as Agent under the Third Amended and Restated Note Funding Agreement, dated as of August 1, 2010, among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor, the Purchasers parties thereto and Branch Banking and Trust Company, as Agent for the Purchasers thereunder, acknowledges receipt of five executed counterparts of a completed Transfer Supplement. [Note: attach copies of Schedules I and II from such Agreement.] Terms defined in such Supplement are used herein as therein defined.

Pursuant to such Transfer Supplement, you are advised that the Transfer Effective Date will be _____________, 200_.

Very truly yours,

BRANCH BANKING AND TRUST COMPANY, as Agent

By:
	Name:
	Title:

EXHIBIT D

FORM OF BORROWING NOTICE

THIRD AMENDED AND RESTATED NOTE FUNDING AGREEMENT (the “ Agreement ”), dated as of August 1, 2010, by and among BXG TIMESHARE TRUST I, a Delaware statutory trust (the “ Issuer ”), BLUEGREEN CORPORATION, a Massachusetts corporation (“ Bluegreen ”), BLUEGREEN TIMESHARE FINANCE CORPORATION I, a Delaware corporation (the “ Depositor ”), the PURCHASERS from time to time parties hereto (collectively, the “ Purchasers ”) and BRANCH BANKING AND TRUST COMPANY (“ BB&T ”), a North Carolina corporation, as agent for the Purchasers (together with its successors in such capacity, the “ Agent ”).

Purchaser:

_______________________________________________

Issuer:

BXG Timeshare Trust I

Requested Funding Date:

_______________________________________________

Transmission Date:

_______________________________________________

Timeshare Loans to be Pledged:

See attachment

Borrowing Base Prior to Funding:

$________________

Borrowing Base After Funding:

$________________

Available Commitment Prior to Funding:

$________________

Available Commitment After Funding:

$________________

Requested Wire Amount

$________________

Wire Instructions:

Requested by:

BXG TIMESHARE TRUST I

By:	Wilmington Trust Company,

not in its individual capacity, but solely as Owner Trustee

By:	____________________________________

Name:

Title:

BLUEGREEN CORPORATION

By:	____________________________________

Name:

Title:

BLUEGREEN TIMESHARE FINANCE CORPORATION I

By:	____________________________________

Name:

Title:

Attachment

SCHEDULE OF TIMESHARE LOANS PROPOSED TO BE PLEDGED

This schedule will be supplemented from time to time by the Schedule of Timeshare Loans attached to a borrowing notice dated subsequent to the date hereof. Each such Schedule of Timeshare Loans shall be deemed to be incorporated herein and made a part hereof for all purposes.

Schedule A

La Pension Summary

Recent site visits determined that certain structural repairs to the La Pension Resort in New Orleans, Louisiana are necessary. Remediation is required due to moisture intrusion into the project via roof, wall and window entries, and into certain structural and load-bearing components. Further, the project’s A/C system is beyond its original intended useful life and needs to be replaced. Therefore, the repairs will include (i) a complete roof replacement, replacement of certain windows, and new painting of walls and caulking of windows, and (ii) most major parts of the A/C system being removed and replaced with present day materials and parts.

The present estimated cost of the repairs is $3.5 million, which is subject to further evaluation. Some additional remodeling of the project may simultaneously be undertaken but is not directly related to the above described matters and are primarily cosmetic in nature. The property owners’ associations for the resort, along with Bluegreen and the Bluegreen Vacation Club as significant property owners, will determine the extent of such additional remodeling and how the repairs/remodeling will be funded. The anticipated start date for the work is March of 201 1 , immediately following the conclusion of the 2011 Mardi Gras Festival. It is estimated the repairs/remodeling will take eleven months to complete and therefore be completed by before the commencement of the 2012 Mardi Gras Festival. It is possible that the project as a whole, including all resort rooms and common areas, will be closed to occupancy and use during the repair work.

Shore Crest Summary

SCHEDULE B

Material Transactions

None.

SCHEDULE 4.1(k)

Tax Schedule

In 2005, the State of Tennessee Audit Division (the “ Division ”) audited certain subsidiaries within Bluegreen Resorts for the period from December 1, 2001 through December 31, 2004. On September 23, 2006, the Division issued a notice of assessment for approximately $652,000 of accommodations tax based on the use of Bluegreen Vacation Club accommodations by Bluegreen Vacation Club members who became members through the purchase of non-Tennessee property. Bluegreen believes the attempt to impose such a tax is contrary to Tennessee law, and has vigorously opposed, and intends to continue to vigorously oppose, such assessment by the Division. An informal conference was held in December 2007 to discuss this matter with representatives of the Division. No formal resolution of the issue was reached during the conference and no further action has to date been initiated by the State of Tennessee. While the timeshare industry has been successful in challenging the imposition of sales taxes on the use of accommodations by timeshare owners, there is no assurance that Bluegreen will be successful in contesting the current assessment.