BLUEGREEN CORP (Form: 10-Q, Received: 11/10/2010 06:06:01)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


(Mark One)

x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For the quarterly period ended	September 30, 2010

	or


o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For the transition period from		to

Commission File Number:	001-09292


Bluegreen Corporation

(Exact name of registrant as specified in its charter)


Massachusetts		03-0300793

(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices)		(Zip Code)

(561) 912-8000

(Registrant’s telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


	Large Accelerated filer o		Accelerated filer o

	Non-Accelerated filer o		Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 1, 2010, there were 32,504,612 shares of the registrant’s common stock, $0.01 par value, outstanding.

BLUEGREEN CORPORATION
INDEX TO QUARTERLY REPORT ON FORM 10-Q


	PART I - FINANCIAL INFORMATION

		Page

Item 1.	Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets at December 31, 2009 and September 30, 2010	5

	Condensed Consolidated Statements of Operations – Three months ended September 30, 2009 and 2010	6

	Condensed Consolidated Statements of Operations – Nine months ended September 30, 2009 and 2010	7

	Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2009 and 2010	8

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 4T.	Controls and Procedures	52

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	53

Item 1A.	Risk Factors	53

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53

Item 5.	Other Information	53

Item 6.	Exhibits	54

Signatures		55

TRADEMARKS

The terms “Bluegreen®,” “Bluegreen Communities®,” “Bluegreen Getaway Station®,” “Bluegreen Resorts®,” “Bluegreen Vacation Club®,” “Bluegreen Wilderness Club™ at Big Cedar®,” “Colorful Places to Play®,” “Colorful Places To Live And Play®,” “Go Where the Wind Takes You®,” “Leisure Path®,” “See More. Pay Less. Bluegreen Traveler Plus®,” “You’re Going To Like What You See!®,” “Encore Rewards®,” “Outdoor Traveler Logo®,” “Outdoor Traveler Destinations™,” and the “Bluegreen Logo®” are registered in the U.S. Patent and Trademark Office by Bluegreen Corporation.

The terms “The Hammocks at Marathon™,” “Orlando’s Sunshine Resort™,” “Solara Surfside™,” “Mountain Run at Boyne™,” “The Falls Village™,” “Bluegreen Wilderness Club™,” “Grande Villas at World Golf Village™,” “The Lodge Alley Inn™,” “Carolina Grande™,” “Harbour Lights™,” “BG Patrick Henry Square™,” “SeaGlass Tower™,” “Shore Crest Vacation Villas™,” “Laurel Crest™,” “MountainLoft™,” “MountainLoft Resort II™,” “Daytona SeaBreeze™,” “Shenandoah Crossing™,” “Christmas Mountain Village™,” “Club La Pension™,” “Bluegreen Odyssey Dells™,” “Traditions of Braselton™,” “Sanctuary Cove at St. Andrews Sound™,” “Catawba Falls Preserve™,” “Chapel Ridge™,” “Mountain Lakes Ranch™,” “Silver Lakes Ranch™,” “Mystic Shores™,” “Lake Ridge™,” “Lake Ridge at Joe Pool Lake™,” “Ridge Lake Shores™,” “Quail Springs Ranch™,” “SugarTree at the Brazos™,” “Mountain Springs Ranch™,” “Havenwood at Hunter’s Crossing ^TM ,” “Vintage Oaks at the Vineyard™,” “King Oaks™,” “The Bridges at Preston Crossings™,” “Crystal Cove™,” “Fairway Crossings™,” “Woodlake™,” “Saddle Creek Forest™,” “The Settlement at Patriot Ranch™,” “Carolina National™,” “Brickshire™,” “Preserve at Jordan Lake™,” “Encore Dividends™,” “Bluegreen Preferred™,” “BG Pirates Lodge™,” “Bluegreen Traveler Plus™,” “BG Club 36™,” “Bluegreen Wilderness Club at Long Creek Ranch™,” and “Bluegreen Wilderness Traveler at Shenandoah™” are trademarks or service marks of Bluegreen Corporation in the United States.

The terms “Big Cedar®” and “Bass Pro Shops®” are registered in the U.S. Patent and Trademark Office by Bass Pro Trademarks, LP.

The term “World Golf Village®” is registered in the U.S. Patent and Trademark Office by World Golf Foundation, Inc. All other marks are registered marks of their respective owners.

P ART I - FINANCIAL INFORMATION

Item 1. F inancial Statements.

BLUEGREEN CORPORATION
C ONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)


	December 31, 2009			September 30, 2010

	(1)			(Unaudited)
ASSETS
Unrestricted cash and cash equivalents	$	70,491		$	85,897
Restricted cash ($5,198 and $39,388 held by VIEs at December 31, 2009 and September 30, 2010, respectively)		23,908			54,347
Contracts receivable, net		4,826			1,521
Notes receivable including gross securitized notes of $169,041 and $551,899 (net of allowance of $46,826 and $124,328)		309,307			615,089
Prepaid expenses		7,884			9,522
Other assets		35,054			47,499
Inventory		515,917			428,926
Retained interests in notes receivable sold		78,313			—
Property and equipment, net		85,565			80,557

Total assets	$	1,131,265		$	1,323,358


LIABILITIES AND SHAREHOLDERS’ EQUITY
Liabilities
Accounts payable	$	14,846		$	11,194
Accrued liabilities and other		51,083			57,624
Deferred income		14,883			18,207
Deferred income taxes		87,797			40,134
Receivable-backed notes payable – recourse ($0 and $24,375 held by VIEs at December 31, 2009 and September 30, 2010, respectively)		111,526			149,298
Receivable-backed notes payable - non-recourse (held by VIEs)		131,302			443,950
Lines-of-credit and notes payable		185,781			147,273
Junior subordinated debentures		110,827			110,827

Total liabilities		708,045			978,507

Commitments and contingencies (Note 11)

Shareholders’ Equity
Preferred stock, $.01 par value, 1,000 shares authorized; none issued		—			—
Common stock, $.01 par value, 140,000 shares authorized; 34,099 and 34,083 shares issued at December 31, 2009 and September 30, 2010, respectively		341			341
Additional paid-in capital		187,006			188,680
Treasury stock, 2,756 common shares at both December 31, 2009 and September 30, 2010, at cost		(12,885	)		(12,885	)
Accumulated other comprehensive loss, net of income taxes		(608	)		—
Retained earnings		212,376			130,839

Total Bluegreen Corporation shareholders’ equity		386,230			306,975
Non-controlling interest		36,990			37,876

Total equity		423,220			344,851

Total liabilities and shareholders’ equity	$	1,131,265		$	1,323,358


(1)	The Condensed Consolidated Balance Sheet at December 31, 2009 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by United States generally accepted accounting principles for complete financial statements.

See accompanying Notes to Condensed Consolidated Financial Statements.

BLUEGREEN CORPORATION
C ONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)


	For the Three Months Ended September 30,

	2009			2010

Revenues:
Gross sales of real estate	$	78,143		$	75,651
Estimated uncollectible VOI notes receivable		(6,877	)		(33,448	)

Sales of real estate		71,266			42,203

Other resort fee-based services and communities operations revenue		15,690			17,909
Fee-based sales commission revenue		7,026			15,148
Interest income		16,745			26,461
Other income, net		665			—

		111,392			101,721

Costs and expenses:
Cost of real estate sales		28,521			37,308
Cost of other resort fee-based services and communities operations		12,042			12,450
Selling, general and administrative expenses		50,378			57,296
Interest expense		10,485			16,260
Other expense, net		—			2,008

		101,426			125,322

Income (loss) before non-controlling interest, provision (benefit) for income taxes and discontinued operations		9,966			(23,601	)
Provision (benefit) for income taxes		3,182			(10,082	)

Income (loss) from continuing operations		6,784			(13,519	)
Loss from discontinued operations		(204	)		—

Net income (loss)		6,580			(13,519	)
Less: Net income attributable to non-controlling interest		2,647			3,189

Net income (loss) attributable to Bluegreen Corporation	$	3,933		$	(16,708	)


Income (loss) from continuing operations attributable to Bluegreen Corporation per common share – Basic:
Earnings (loss) per share from continuing operations attributable to Bluegreen shareholders	$	0.13		$	(0.54	)
Loss per share for discontinued operations		—			—

Earnings (loss) per share attributable to Bluegreen shareholders	$	0.13		$	(0.54	)


Income (loss) from continuing operations attributable to Bluegreen Corporation per common share – Diluted:
Earnings (loss) per share from continuing operations attributable to Bluegreen shareholders	$	0.13		$	(0.54	)
Loss per share for discontinued operations		—			—

Earnings (loss) per share attributable to Bluegreen shareholders	$	0.13		$	(0.54	)


Weighted average number of common shares:
Basic		31,093			31,178

Diluted		31,109			31,178

See accompanying Notes to Condensed Consolidated Financial Statements.

BLUEGREEN CORPORATION
C ONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)


	For the Nine Months Ended September 30,

	2009			2010

Revenues:
Gross sales of real estate	$	197,101		$	177,612
Estimated uncollectible VOI notes receivable		(23,425	)		(58,050	)

Sales of real estate		173,676			119,562

Other resort fee-based services and communities operations revenue		43,698			51,464
Fee-based sales commission revenue		7,026			37,458
Interest income		52,933			80,878
Other income, net		1,964			—

		279,297			289,362

Costs and expenses:
Cost of real estate sales		62,765			67,102
Cost of other resort fee-based services and communities operations		31,851			35,633
Selling, general and administrative expenses		136,188			161,261
Interest expense		25,920			49,835
Other expense, net		—			2,397

		256,724			316,228

Income (loss) before non-controlling interest, provision (benefit) for income taxes and discontinued operations		22,573			(26,866	)
Provision (benefit) for income taxes		2,775			(12,707	)

Income (loss) from continuing operations		19,798			(14,159	)
Loss from discontinued operations		(115	)		—

Net income (loss)		19,683			(14,159	)
Less: Net income attributable to non-controlling interest		5,383			6,097

Net income (loss) attributable to Bluegreen Corporation	$	14,300		$	(20,256	)


Income (loss) from continuing operations attributable to Bluegreen Corporation per common share – Basic:
Earnings (loss) per share from continuing operations attributable to Bluegreen shareholders	$	0.46		$	(0.65	)
Loss per share for discontinued operations		—			—

Earnings (loss) per share attributable to Bluegreen shareholders	$	0.46		$	(0.65	)

Income (loss) from continuing operations attributable to Bluegreen Corporation per common share –Diluted:
Earnings (loss) per share from continuing operations attributable to Bluegreen shareholders	$	0.46		$	(0.65	)
Loss per share for discontinued operations		—			—

Earnings (loss) per share attributable to Bluegreen shareholders	$	0.46		$	(0.65	)


Weighted average number of common shares:
Basic		31,079			31,162

Diluted		31,085			31,162

See accompanying Notes to Condensed Consolidated Financial Statements.

BLUEGREEN CORPORATION
C ONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)


	Nine Months Ended September,

	2009			2010


Operating activities:
Net income (loss)	$	19,683		$	(14,159	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Non-cash communities inventory impairment charge		2,297			26,447
Other non-cash charges		—			1,623
Non-cash stock compensation expense		3,811			1,674
Depreciation and amortization		11,137			11,526
Loss on disposal of property and equipment		83			188
Estimated uncollectible notes receivable		23,537			58,213
Provision (benefit) for deferred income taxes		2,713			(12,707	)
Interest accretion on retained interests in notes receivable sold		(14,999	)		—
Changes in operating assets and liabilities:
Contracts receivable		3,312			3,305
Notes receivable		(19,467	)		13,270
Inventory		9,962			31,350
Prepaid expenses and other assets		(6,387	)		(3,503	)
Change in restricted cash		(5,301	)		6,079
Accounts payable, accrued liabilities and other		(29,098	)		2,444

Net cash provided by operating activities		1,283			125,750


Investing activities:
Purchases of property and equipment		(6,827	)		(2,367	)
Cash received from retained interests in notes receivable sold		32,361			—

Net cash provided by (used in) investing activities		25,534			(2,367	)


Financing activities:
Proceeds from borrowings collateralized by notes receivable		61,497			82,311
Payments on borrowings collateralized by notes receivable		(67,995	)		(143,371	)
Proceeds from borrowings under lines-of-credit facilities and other notes payable		11,818			—
Payments under lines-of-credit facilities and other notes payable		(32,722	)		(38,508	)
Payment of debt issuance costs		(4,936	)		(3,198	)
Distributions to non-controlling interest		—			(5,211	)

Net cash used in financing activities		(32,338	)		(107,977	)


Net (decrease) increase in cash and cash equivalents		(5,521	)		15,406
Unrestricted cash and cash equivalents at beginning of period		60,561			70,491

Unrestricted cash and cash equivalents at end of period	$	55,040		$	85,897


Supplemental schedule of non-cash operating, investing and financing activities:

Net change in unrealized gains in retained interests in notes receivable sold	$	(2,425	)	$	—

See accompanying Notes to Condensed Consolidated Financial Statements.

BLUEGREEN CORPORATION

N OTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Unaudited)

1. Organization and Significant Accounting Policies

We have prepared the accompanying unaudited Condensed Consolidated Financial Statements in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

The financial information furnished herein reflects all adjustments consisting of normal recurring items that, in our opinion, are necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods. The results of operations for the three and nine months ended September 30, 2010 are not necessarily indicative of the results to be expected for the year ending December 31, 2010. For further information, refer to our audited Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2009 (the “Annual Report”).

Organization

We provide Colorful Places to Live and Play ^® through our resorts and residential communities businesses. Our resorts business (“Bluegreen Resorts”) markets, sells and manages real estate-based vacation ownership interests (“VOIs”) in resorts, which are generally located in popular, high-volume, “drive-to” vacation destinations, and were either developed or acquired by us or developed by others, in which case we earn fees for providing these services. VOIs in our resorts and those sold by us on behalf of others typically entitle the buyer to use resort accommodations through an annual or biennial allotment of “points” which represent their ownership and beneficial use rights in perpetuity in the Bluegreen Vacation Club (supported by an underlying deeded VOI held in trust for the buyer). Members in the Bluegreen Vacation Club may stay in any of our 56 resorts or take advantage of an exchange program offered by a third-party world-wide vacation ownership exchange network of over 4,000 resorts and other vacation experiences such as cruises and hotel stays.

Our residential communities business (“Bluegreen Communities”) acquires, develops and subdivides property and markets residential homesites, the majority of which are sold directly to retail customers who seek to build a home generally in the future, in some cases on properties featuring a golf course and other related amenities.

Our other resort and communities operations consist primarily of revenues from resort property and homeowners’ association management services, VOI title services, resort amenity operations, realty operations and daily-fee golf course operations. We also generate significant interest income by providing financing to individual purchasers of VOIs.

Principles of Consolidation and Basis of Presentation

Our consolidated financial statements include the accounts of all of our wholly-owned subsidiaries, entities in which we hold a controlling financial interest, and variable interest entities for which we are the primary beneficiary. The only non-wholly owned subsidiary that we consolidate is Bluegreen/Big Cedar Vacations, LLC (the “Bluegreen/Big Cedar Joint Venture”), as we hold a 51% equity interest in the Bluegreen/Big Cedar Joint Venture, have an active role as the day-to-day manager of the Bluegreen/Big Cedar Joint Venture’s activities, and have majority voting control of the Bluegreen/Big Cedar Joint Venture’s management committee. We do not consolidate our statutory business trusts formed to issue trust preferred securities as these entities represent variable interest entities in which we are not the primary beneficiary as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Consolidations (Topic 810) . The statutory business trusts are accounted for under the equity method of accounting. We have eliminated all significant intercompany balances and transactions in consolidation.

On January 1, 2010, we adopted Financial Accounting Standards (“SFAS”) No. 166, Accounting for Transfers of Financial Assets, an Amendment of FASB Statement No. 140, or Accounting Standards Update (“ASU”) No. 2009-16, Transfers and Servicing (“ASC 860”): Accounting for Transfers of Financial Assets (“ASU 2009-16”) and SFAS No. 167, Amendments to FASB Interpretation No. 46(R), or ASU No. 2009-17, Consolidations (Topic 810): Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities (“ASU 2009-17”). The

adoption of these standards resulted in our consolidation, on January 1, 2010, of seven special purpose finance entities associated with past securitization transactions. See Note 2 below for more information. In accordance with then-prevailing GAAP, we previously did not consolidate these special purpose finance entities in our financial statements because the securitization transactions qualified as sales of financial assets.

On December 30, 2009, we sold four of our golf courses located in North Carolina and Virginia for an aggregate purchase price of approximately $9.4 million. For the three and nine months ended September 30, 2009, these golf operations have been presented as discontinued operations in the Condensed Consolidated Statements of Operations .

Restricted Cash

Restricted cash consists primarily of customer deposits held in escrow accounts and cash held in reserve accounts related to securitization debt.

Use of Estimates

In accordance with GAAP, we make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Earnings (Loss) Per Common Share

We compute basic earnings (loss) per common share by dividing net income (loss) by the weighted-average number of common shares outstanding. Diluted earnings per common share is computed in the same manner as basic earnings (loss) per common share, but also gives effect to all dilutive stock options and unvested restricted stock using the treasury stock method.

No common shares were issued as a result of stock option exercises during the three and nine months ended September 30, 2009 and 2010. Certain shares related to stock options and unvested restricted stock were excluded from the computation of diluted earnings per common share due to their anti-dilutive effect. For the three months ended September 30, 2009 and 2010, approximately 4.0 million shares and for the nine months ended September 30, 2009 and 2010, approximately 4.1 million shares were excluded from the determination of diluted earnings (loss) per common share because their effect would have been anti-dilutive.

The following table sets forth the computation of basic and diluted earnings (loss) per common share (in thousands, except per share data):


	For the Three Months Ended September 30,					For the Nine Months Ended September 30,

	2009		2010			2009		2010


Numerator:
Income (loss) from continuing operations	$	6,784	$	(13,519	)	$	19,798	$	(14,159	)
Less: Net income attributable to non-controlling interest		2,647		3,189			5,383		6,097

Income (loss) from continuing operations attributable to Bluegreen Corporation	$	4,137	$	(16,708	)	$	14,415	$	(20,256	)

Denominator:
Denominator for basic earnings per common share-weighted-average shares		31,093		31,178			31,079		31,162
Effect of dilutive securities:
Stock options and unvested restricted stock		16		—			6		—

Denominator for diluted earnings (loss) per common share-adjusted weighted-average shares and assumed conversions		31,109		31,178			31,085		31,162


Income (loss) from continuing operations attributable to Bluegreen Corporation per common share – Basic:	$	0.13	$	(0.54	)	$	0.46	$	(0.65	)

Income (loss) from continuing operations attributable to Bluegreen Corporation per common share – Diluted:	$	0.13	$	(0.54	)	$	0.46	$	(0.65	)

Comprehensive Income (Loss) and Capital Structure

Prior to January 1, 2010, our accumulated other comprehensive income (loss), net of income taxes (benefit), was comprised of net unrealized losses on retained interests in notes receivable sold, which were held as available-for-sale investments. As described in further detail below, our retained interests in notes receivable sold were eliminated on January 1, 2010 in connection with the adoption of new accounting pronouncements. The following table discloses the components of our comprehensive income (loss) for the periods presented (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,

	2009			2010			2009			2010


Net income (loss)	$	6,580		$	(13,519	)	$	19,683		$	(14,159	)
Change in net unrealized losses on retained interests in notes receivable sold, net of income taxes		(3,236	)		—			(5,358	)		—
Net change in equity due to a cumulative effect of a change in accounting principle		—			—			2,654			—

Total comprehensive income (loss)	$	3,344		$	(13,519	)	$	16,979		$	(14,159	)

The following table details changes in shareholders’ equity, including changes in equity attributable to Bluegreen shareholders and changes in equity attributable to non-controlling interests (in thousands):


					Equity Attributable to Bluegreen Shareholders

Common Shares Outstanding		Total			Common Stock		Additional Paid-in- Capital		Retained Earnings			Treasury Stock, at Cost			Accumulated Other Comprehensive Loss, net of Income Taxes			Equity Attributable to Non- controlling Interests

34,099	Balance at December 31, 2009	$	423,220		$	341	$	187,006	$	212,376		$	(12,885	)	$	(608	)	$	36,990
—	Impact of adoption of ASU 2009-16 and 2009-17		(60,673	)		—		—		(61,281	)		—			608			—

34,099	Balance at January 1, 2010		362,547			341		187,006		151,095			(12,885	)		—			36,990
—	Net income (loss)		(14,159	)		—		—		(20,256	)		—			—			6,097
—	Member distribution to minority interest holder		(5,211	)		—		—		—			—			—			(5,211	)
(16)	Stock compensation		1,674			—		1,674		—			—			—			—

34,083	Balance at September 30, 2010	$	344,851		$	341	$	188,680	$	130,839		$	(12,885	)	$	—		$	37,876

In July 2010 the Bluegreen/Big Cedar Joint Venture made a cash distribution of its operating proceeds to its members. The distribution totaled $10.6 million, and was allocated to its members based on their respective distribution percentages resulting in a $5.4 million distribution to us and a $5.2 million distribution to the minority interest holder.

Recently Adopted Accounting Pronouncements

In January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements (“ASU 2010-06”). ASU 2010-06 updates the Codification to require new disclosures for assets and liabilities measured at fair value. The requirements include expanded disclosure of valuation methodologies for fair value measurements, transfers between levels of the fair value hierarchy, and gross rather than net presentation of certain changes in Level 3 fair value measurements. The updates to the Codification contained in ASU 2010-06 generally became effective for the quarter ended March 31, 2010. However, the requirements related to gross presentation of certain changes in Level 3 fair value measurements, will become effective for interim and annual periods beginning after December 15, 2010.

For a discussion related to the adoption of ASU 2009-16 and ASU 2009-17, refer to Note 2 below.

Accounting Pronouncements Not Yet Adopted

The FASB has issued ASU No. 2010-20, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“ASU 2010-20”). ASU 2010-20 is designed to improve transparency in financial reporting by companies that hold financing receivables, which include loans, lease receivables, and other long-term receivables. ASU 2010-20 requires companies to provide more information in their disclosures about the credit quality of their financing receivables and the credit reserves held against them.

The additional disclosures required for financing receivables include:


•	Aging of past due receivables,
•	Credit quality indicators, and
•	Modifications of financing receivables.

Under ASU 2010-20, a company will need to disaggregate new and existing disclosures based on how it develops its allowance for credit losses and how it manages credit exposures. ASU 2010-20 is effective for us beginning fiscal year 2011.

2. Cumulative Effect of a Change in Accounting Principle

On January 1, 2010, we adopted ASU 2009-16 and ASU 2009-17. As a result of the adoption of these accounting standards, we consolidated seven of our then-existing special purpose finance entities associated with prior securitization transactions which previously qualified for off-balance-sheet sales treatment. The consolidation of these special purpose entities resulted in a one-time, non-cash, after-tax reduction to retained earnings of $61.3 million, representing the cumulative effect of a change in accounting principle during the nine months ended September 30, 2010. Additionally, as a result of the adoption of these standards, our statements of operations, balance sheets, and statements of cash flows for periods after January 1, 2010 are not comparable to those of prior periods.

ASU 2009-16 and ASU 2009-17 impacted our Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2010, as a result of the recognition of additional interest income from VOI notes receivable now consolidated, partially offset by the absence of accretion income on residual interests that were eliminated, additional interest expense from the consolidation of debt obligations and increased estimated uncollectible VOI notes receivable.

In addition, the consolidation of the seven special purpose finance entities resulted in the following impacts to our balance sheet at January 1, 2010: (1) assets increased by $319.3 million, primarily representing the consolidation of notes receivable, net of allowance, partially offset by the elimination of our retained interests; (2) liabilities increased by $380.0 million, primarily representing the consolidation of non-recourse debt obligations to securitization investors, partially offset by the elimination of certain deferred tax liabilities; and (3) total Bluegreen Corporation shareholders’ equity decreased by approximately $60.7 million. The cash flows from borrowings and repayments associated with the securitized VOI debt are now presented as cash flows from financing activities on our Condensed Consolidated Statement of Cash Flows .

3. Notes Receivable

The table below sets forth additional information relating to our notes receivable (in thousands):


	As of

	December 31, 2009			September 30, 2010

Notes receivable secured by VOIs
Notes receivable – securitized	$	169,041		$	551,899
Notes receivable – non-securitized		182,191			180,644
Notes receivable secured by homesites		4,901			6,874

Notes receivable, gross		356,133			739,417

Allowance for loan losses		(46,826	)		(124,328	)

Notes receivable, net	$	309,307		$	615,089

All of our VOI notes receivable bear interest at fixed rates. The weighted-average interest rate charged on loans secured by VOIs was 14.9% and 15.3% at December 31, 2009 and September 30, 2010, respectively. Approximately 86% of

our notes receivable secured by homesites bear interest at variable rates, while the balance bears interest at fixed rates. The weighted-average interest rate charged on notes receivable secured by homesites was 8.8% and 7.8% at December 31, 2009 and September 30, 2010, respectively.

Our VOI notes receivable are generally secured by properties located in Florida, Louisiana, Nevada, New Jersey, Michigan, Missouri, Pennsylvania, South Carolina, Tennessee, Virginia, Wisconsin, and Aruba. The majority of Bluegreen Communities notes receivable are secured by homesites in Georgia, Texas, and Virginia.

In connection with our analysis of the most recent loan performance, we determined that lower FICO® scored loans have not experienced the same benefit of seasoning as other loans of the same age historically have, and thus we increased our reserve for future defaults on such loans from our previous estimates. These lower FICO® scored - loans were generated prior to December 15, 2008, the date at which we implemented stricter credit standards. Accordingly, during the three months ended September 30, 2010, we recorded a charge of $24.5 million to increase our allowance for uncollectible notes receivable on such loans.

The table below sets forth the activity in our allowance for uncollectible notes receivable during the nine months ended September 30, 2010 (in thousands):


Balance, December 31, 2009	$	46,826
One time impact of ASU 2009-16 and 2009-17 ⁽¹⁾		86,252
Provision for loan losses ⁽²⁾⁽³⁾		58,213

Less: Write-offs of uncollectible receivables		(66,963	)

Balance, September 30, 2010	$	124,328


	(1)	On January 1, 2010, we adopted ASU 2009-16 and ASU 2009-17, which required us to consolidate seven of our special purpose finance entities. See Note 2 above.

	(2)	Includes provision for loan losses on homesite notes receivable.

	(3)	Includes charges totaling $37.8 million, including the $24.5 million charge described above,, to increase the allowance on VOI loans generated prior to December 15, 2008.

The allowance for loan losses by segment as of December 31, 2009 and September 30, 2010 was as follows (in thousands):


	Bluegreen Resorts			Bluegreen Communities			Total


December 31, 2009:
Notes receivable – non-securitized	$	182,191		$	4,901		$	187,092
Notes receivable – securitized		169,041			—			169,041

		351,232			4,901			356,133
Allowance for loan losses		(46,302	)		(524	)		(46,826	)

Notes receivable, net	$	304,930		$	4,377		$	309,307

Allowance as a % of gross notes receivable		13	%		11	%		13	%

September 30, 2010:
Notes receivable– non-securitized	$	180,644		$	6,874		$	187,518
Notes receivable – securitized		551,899			—			551,899

		732,543			6,874			739,417
Allowance for loan losses		(123,824	)		(504	)		(124,328	)

Notes receivable, net	$	608,719		$	6,370		$	615,089

Allowance as a % of gross notes receivable		17	%		7	%		17	%

4. Variable Interest Entities

In accordance with the guidance for the consolidation of variable interest entities, we analyze our variable interests, including loans, guarantees, and equity investments, to determine if an entity in which we have a variable interest is a variable interest entity. Our analysis includes both quantitative and qualitative reviews. We base our quantitative analysis on the forecasted cash flows of the entity, and we base our qualitative analysis on our review of the design of

the entity, its organizational structure, including decision-making ability, and relevant financial agreements. We also use our qualitative analysis to determine if we must consolidate a variable interest entity as the primary beneficiary.

We sell, through special purpose finance entities, VOI notes receivable originated by Bluegreen Resorts. These transactions are generally structured as non-recourse to us, with the exception of one securitization transaction entered into on September 2, 2010, which was guaranteed by us (refer to the description of the Legacy Securitization in Note 5 below). These transactions are generally designed to provide liquidity for us and transfer the economic risks and certain of the benefits of the notes receivable to third parties. In a securitization, various classes of debt securities are issued by the special purpose finance entities that are generally collateralized by a single tranche of transferred assets, which consist of VOI notes receivable. We service the notes receivable for a fee. With each securitization, we generally retain a portion of the securities.

Pursuant to GAAP in effect prior to 2010, seven of our eight special purpose finance entities then in existence met the definition of a qualified special purpose entity, and we were not required to consolidate those seven entities in our financial statements. Upon the adoption of the new accounting topics related to transfers of financial assets, we were required to evaluate these entities for consolidation. Since we created these entities to serve as financing vehicles for holding assets and related liabilities, and the entities have no equity investment at risk, they are considered variable interest entities. Furthermore, since we continue to service the notes and retain rights to receive benefits that are potentially significant to the entities, we have concluded that we are the entities’ primary beneficiary and, therefore, we now consolidate these entities into our financial statements. Please see Note 2 for a description of the impact of the initial consolidation of these entities.

At September 30, 2010, the principal balance of VOI notes receivable included within our Condensed Consolidated Balance Sheet that are restricted to satisfy obligations of the variable interest entities’ obligations totaled $551.9 million. In addition, approximately $39.4 million of our restricted cash is held in accounts for the benefit of the variable interest entities. Further, at September 30, 2010, the carrying amount of the consolidated liabilities included within our Condensed Consolidated Balance Sheet for these variable interest entities totaled $468.4 million, comprised of $444.0 million of non-recourse receivable-backed notes payable and $24.4 million of receivable-backed notes payable which are recourse to us. See Receivable-Backed Notes Payable below.

Under the terms of our timeshare note sales, we have the right at our option to repurchase or substitute for defaulted mortgage notes at the outstanding principal balance plus accrued interest or, in some facilities, at 24% of the original sale price associated with the defaulted mortgage note. The transaction documents typically limit such repurchases or substitutions to 15-20% of the receivables originally funded into the transaction. Voluntary repurchases or substitutions by us of defaulted notes during the nine months ended September 30, 2009, and 2010 were $59.8 million and $31.7 million, respectively.

5. Lines-of-Credit and Notes Payable, Receivable-Backed Notes Payable, and Junior Subordinated Debentures

Lines-of-Credit and Notes Payable

Please refer to the Liquidity and Capital Resources section included in Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this report for additional information related to our debt. Additional information regarding our debt is also included in the Annual Report. The table below sets forth the balances of our lines-of-credit and notes payable (in thousands):


	As of

	December 31, 2009					September 30, 2010

	Balance		Interest Rate	Carrying Amount of Pledged Assets		Balance		Interest Rate	Carrying Amount of Pledged Assets


RFA AD&C Facility	$	87,415	4.73%	$	145,031	$	63,861	4.76%	$	135,712
H4BG Communities Facility		38,479	10.00%		110,613		33,117	10.00%		94,399
Wachovia Notes Payable		24,497	2.23 – 2.58%		44,686		—	—		—
Wells Fargo Term Loan		—	—		—		33,576	7.13%		105,683
Wachovia Line-of-Credit		15,700	1.98%		—		—	—		—
Textron AD&C Facility		12,757	4.50 –4.75%		27,582		10,699	4.50 –4.75%		26,525
Fifth Third Bank Note Payable		3,381	3.23%		4,841		3,211	3.26%		4,720
Other		3,552	4.25 – 12.50%		3,851		2,809	5.00 – 11.03%		2,072

Total	$	185,781		$	336,604	$	147,273		$	369,111

Significant changes related to our lines-of-credit and notes payable since December 31, 2009 include:

RFA AD&C Facility . During September 2010, GMAC assigned all rights, title, and interest in the GMAC AD&C Facility to Resort Finance America, LLC (“RFA”). This assignment did not affect any of the material financial terms of the loan agreement . During the nine months ended September 30, 2010, we repaid $23.6 million of the outstanding balance under this facility.

H4BG Communities Facility . During April 2010, GMAC assigned all rights, title, and interest in the GMAC Communities Facility to H4BG, LP. This assignment did not affect any of the material financial terms of the loan agreement . During the nine months ended September 30, 2010, we repaid $5.4 million on this facility.

Wachovia Notes Payable . On April 30, 2010, we executed an agreement with Wells Fargo Bank, N.A, the parent company of Wachovia (“Wells Fargo”), to refinance the remaining $21.9 million outstanding under the Wachovia Notes Payable into a new term loan. See Wells Fargo Term Loan below for further details.

Wachovia Line-of-Credit . On April 30, 2010, the remaining $14.5 million outstanding was refinanced by Wells Fargo Bank. See Wells Fargo Term Loan below for further details.

Wells Fargo Term Loan. On April 30, 2010, we entered into a definitive agreement with Wells Fargo, which amended, restated and consolidated our notes payable to Wachovia and the line-of-credit issued by Wachovia into a single term loan with Wells Fargo (the “Wells Fargo Term Loan”). The notes payable and line-of-credit which were consolidated into the Wells Fargo Term Loan had a total outstanding balance of $36.4 million as of April 30, 2010. In connection with the closing of the Wells Fargo Term Loan, we made a principal payment of $0.4 million, reducing the balance to $36.0 million, and paid accrued interest on the existing Wachovia debt. Principal payments are effected through agreed-upon release prices as real estate collateralizing the Wells Fargo Term Loan is sold, subject to minimum remaining required amortization of $2.8 million in 2010, $10.6 million in 2011 and $20.2 million in 2012. In addition to the resort projects previously pledged as collateral for the various notes payable to Wachovia, we pledged additional timeshare interests, resorts real estate, and the residual interests in certain of our sold VOI notes receivables as collateral for the Wells Fargo Term Loan. Wells Fargo has the right to receive as additional collateral, the residual interest in one future transaction which creates such a retained interest. The Wells Fargo Term Loan bears interest at the 30-day London Interbank Offered Rate (LIBOR) plus 6.87% (7.13% as of September 30, 2010) and includes financial covenants related to net worth, cash balances, liabilities-to-equity ratios and EBITDA-to-interest expense ratios. During the nine months ended September 30, 2010, we repaid $2.8 million on this facility.

Receivable-Backed Notes Payable

The table below sets forth the outstanding balances of our receivable-backed notes payable facilities (in thousands):


	As of

	December 31, 2009							September 30, 2010

Recourse receivable-backed notes payable:	Debt Balance		Interest Rate			Principal Balance of Pledged/ Secured Receivables		Debt Balance			Interest Rate			Principal Balance of Pledged/ Secured Receivables


Liberty Bank Facility	$	59,055		5.75	%	$	68,175	$	71,582			6.50	%	$	81,944
GE Bluegreen/Big Cedar Receivables Facility		32,834		1.98	%		35,935		25,964			2.01	%		30,476
Legacy Securitization		—		—			—		24,375	⁽²⁾		12.00	% ⁽²⁾		35,653
NBA Receivables Facility		—		—			—		20,000			6.75	%		23,454
Wells Fargo Facility		14,409		4.00	%		15,926		3,740			4.00	%		5,317
GMAC Receivables Facility		5,228		4.23	%		6,331		3,637			4.26	%		4,844

Total	$	111,526				$	126,367	$	149,298					$	181,688


Non-recourse receivable-backed notes payable ⁽¹⁾ :

BB&T Purchase Facility	$	131,302		5.75	%	$	166,562	$	93,462			6.75	%	$	119,917
GE 2004 Facility		—		—			—		10,596			7.16	%		12,255
2004 Term Securitization		—		—			—		20,727			5.27	%		22,917
2005 Term Securitization		—		—			—		60,463			5.98	%		67,653
GE 2006 Facility		—		—			—		53,356			7.35	%		61,135
2006 Term Securitization		—		—			—		56,194			6.16	%		62,239
2007 Term Securitization		—		—			—		107,349			7.32	%		122,968
2008 Term Securitization		—		—			—		41,803			7.88	%		47,162

Total Non-recourse debt		131,302					166,562		443,950						516,246


Total receivable-backed debt	$	242,828				$	292,929	$	593,248					$	697,934


(1)	With the exception of the BB&T Purchase Facility, non-recourse receivable-backed notes payable were reported off-balance-sheet prior to January 1, 2010.

(2)	Legacy Securitization debt bears interest at a coupon rate of 12% and was issued at a discount resulting in an effective yield of 18.5%. The associated debt balance is presented net of the discount of $2.7 million.

Significant changes related to our receivable-backed notes payable facilities since December 31, 2009 include:

Liberty Bank Facility . During the nine months ended September 30, 2010, we pledged $27.6 million of VOI notes receivable to this facility and received cash proceeds of $26.9 million. We also made repayments of $14.3 million on the facility during the first nine months of 2010.

The revolving advance period under this facility ended on August 27, 2010. On September 27, 2010, this facility was amended to reinstate and extend the revolving advance period of the facility to November 26, 2010. Additionally, through November 26, 2010, the interest rate on amounts outstanding under the facility increased from one-month LIBOR plus 2.5%, subject to a floor of 5.75%, to the Prime Rate plus 2.25%, subject to a floor of 6.5% (6.5% as of September 30, 2010). If the advance period is not further extended by November 26, 2010, the interest rate charged on outstanding amounts will revert back to one-month LIBOR plus 2.5%, subject to a floor of 5.75%.

GE Bluegreen/Big Cedar Receivables Facility . During the nine months ended September 30, 2010, we repaid $6.9 million on this facility.

The Wells Fargo Facility . During the nine months ended September 30, 2010, we repaid $10.7 million on this facility.

BB&T Purchase Facility . On September 2, 2010, the BB&T Purchase Facility was amended and restated, 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. 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. While ownership of the receivables is transferred for legal purposes, the transfers of receivables under the facility are accounted for as secured borrowings. Accordingly, the receivables are reflected as assets and the associated obligations are reflected as liabilities on our balance sheet. The BB&T Purchase Facility is nonrecourse and is not guaranteed by us. As of September 30, 2010, the outstanding balance on the BB&T Purchase Facility was 77.9% of the associated collateral. We will continue to equally share with BB&T in the excess cash flows generated by the receivables sold, after customary payments of fees, interest and principal, until the outstanding balance reduces to 67.5% of the associated collateral as the outstanding balance amortizes, at which point we will receive 100% of the excess cash flows from the receivables sold.

The interest rate on the BB&T Purchase Facility is currently the Prime Rate plus 3.5% (6.75% as of September 30, 2010), but is subject to 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.

During the nine months ended September 30, 2010, we pledged $16.5 of VOI notes receivable under the facility and received cash proceeds of $11.2 million.

On September 2, 2010, we repaid $24.3 million of the outstanding balance under the BB&T Purchase Facility with the proceeds generated from the sale of the notes in connection with the Legacy Securitization described below. During the nine months ended September 30, 2010, we made total repayments of $49.0 million on the facility.

The outstanding balance and availability under the BB&T Purchase Facility as of September 30, 2010, was approximately $93.5 million and $31.5 million, respectively.

Legacy Securitization . On September 2, 2010, we completed a term securitization transaction of the lowest FICO®-score loans previously financed in the BB&T Purchase Facility. 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.

In this private placement transaction, BXG Legacy 2010 LLC, a wholly-owned special purpose subsidiary of Bluegreen, issued $27.0 million of notes payable secured by a portfolio of timeshare receivables totaling $36.1 million. The notes have a coupon rate of 12% and were sold at a $2.7 million discount to yield an effective rate of 18.5%. The sale of the notes generated gross proceeds to Bluegreen of $24.3 million (before fees and customary reserves and expenses), which were used to repay a portion of the outstanding balance under the BB&T Purchase Facility.

We 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 upon their stated maturity in September 2025.

NBA Receivables Facility . On September 30, 2010, Bluegreen/Big Cedar Joint Venture entered into a $20.0 million timeshare receivables hypothecation facility with National Bank of Arizona (“NBA”). Bluegreen Corporation has guaranteed the full payment and performance of Bluegreen/Big Cedar Joint Venture in connection with this facility. The facility provided for an 85% advance on $23.5 million of eligible receivables, all of which were pledged under the facility at closing, subject to terms and conditions which we believe to be customary for facilities of this type. All principal and interest payments received on pledged receivables are applied to principal and interest due under the facility, with the remaining balance due in September 2017. Indebtedness under this facility bears interest at the 30-day LIBOR plus 5.25%, subject to a floor of 6.75% (6.75% as of September 30, 2010). The facility is subject to financial covenant requirements, which include compliance by Bluegreen/Big Cedar Joint Venture with maximum VOI selling expenses-to-net sales ratios, and maintaining a minimum net worth balance. Bluegreen, as a guarantor of the debt, is also subject to a minimum net worth requirement.

Receivable-Backed Notes Payable Previously Reported as Off-Balance-Sheet

As discussed in further detail in Notes 2 and 4 above, on January 1, 2010, we consolidated seven of our special purpose finance entities and associated receivable-backed notes payable. These entities and their associated debt were not required to be consolidated during periods prior to January 1, 2010. Historically, we have been a party to a number of securitization-type transactions, in which we sold receivables to one of our special purpose finance entities which, in

turn, sold the receivables either directly to third parties or to a trust established for the transaction. These receivables were typically sold on a non-recourse basis (except for breaches of certain representations and warranties). Under these arrangements, the cash payments received from obligors on the receivables sold are generally applied monthly to pay fees to service providers, make interest and principal payments to investors, and fund required reserves, if any, with the remaining balance of such cash retained by us; however, to the extent the portfolio of receivables fails to satisfy specified performance criteria (as may occur due to an increase in default rates or loan loss severity) or other trigger events, the funds received from obligors are distributed on an accelerated basis to investors. Depending on the circumstances and the transaction, the application of the accelerated payment formula may be permanent or temporary until the trigger event is cured. As of September 30, 2010, we were in compliance with all applicable terms and no trigger events had occurred.

Junior Subordinated Debentures

As more fully disclosed in the Annual Report, we have formed statutory business trusts (collectively, the “Trusts”), each of which issued trust preferred securities and invested the proceeds thereof in our junior subordinated debentures. The Trusts are variable interest entities in which we are not the primary beneficiary. Accordingly, we do not consolidate the operations of the Trusts; instead, the Trusts are accounted for under the equity method of accounting. Interest on the junior subordinated debentures and distributions on the trust preferred securities are payable quarterly in arrears at the same interest rate.

On March 30, 2010, the interest rates on the securities issued by Bluegreen Statutory Trust (“BST”) I contractually changed from a fixed-rate of 9.160% to a variable rate equal to the 3-month LIBOR + 4.90% (5.19% as of September 30, 2010).

On July 30, 2010, the interest rate on the securities issued by BST II and BST III contractually changed from a fixed-rate of 9.158% and 9.193%, respectively, to a variable rate equal to the 3-month LIBOR + 4.85% (5.14% as of September 30, 2010).

6. Common Stock and Stock Option Plans

Share-Based Compensation

During the three and nine months ended September 30, 2009, we granted 93,000 shares of restricted stock and 120,000 stock options to our non-employee directors as part of their annual compensation. There were no grants of restricted stock or stock options during 2010.

Total stock-based compensation expense for non-employee directors and employees during the nine months ended September 30, 2009 and 2010 was $3.8 million and $1.7 million, respectively. The following table sets forth certain information related to our unrecognized compensation for our stock-based awards as of September 30, 2010:


	Weighted Average Remaining Recognition Period	Unrecognized Compensation

	(In years)	(In 000’s)

Stock Option Awards	2.1	$	2,175
Restricted Stock Awards	2.5	$	5,231

Changes in options outstanding under our stock option plans are presented below (in thousands, except per share amounts):


	Outstanding Options			Weighted Average Exercise Price Per Share		Number of Shares Exercisable		Aggregate Intrinsic Value


Balance at December 31, 2009		2,795		$	9.63		956	$	7
Granted		—			—		—		—
Forfeited		(78	)		12.88		—		—
Expired		—			—		—		—
Exercised		—			—		—		—

Balance at September 30, 2010		2,717		$	9.53		1,310	$	25

The weighted-average exercise prices and weighted-average remaining contractual lives of our outstanding stock options at September 30, 2010 (grouped by range of exercise prices) were:


	Number of Options		Number of Vested Options		Weighted- Average Remaining Contractual Term		Weighted- Average Exercise Price		Weighted- Average Exercise Price (Vested Only)

	(In 000’s)		(In 000’s)		(In years)

$2.11 - $3.00		155		155		7.0	$	2.63	$	2.63
$3.01 - $4.52		378		378		2.0		3.46		3.46
$4.53 - $6.79		168		168		4.5		5.92		5.92
$6.80 - $10.20		937		—		5.6		7.65		—
$10.21 - $15.31		584		114		5.9		11.94		11.47
$15.32 - $18.36		495		495		4.8		18.27		18.27

		2,717		1,310		5.0	$	9.53	$	9.98

A summary of the status of our unvested restricted stock awards and activity during the nine months ended September 30, 2010 was as follows:


	Number of Shares			Weighted- Average Grant-Date Fair Value per Share

	(In 000’s)

Balance at January 1, 2010		1,426		$	7.94
Granted		—			—
Vested		(54	)		2.75
Forfeited		(45	)		8.28

Balance at September 30, 2010		1,327		$	8.14

7. Inventory

Our inventory holdings, summarized by business segment, are set forth below (in thousands):


	As of

	December 31, 2009		September 30, 2010


Bluegreen Resorts	$	370,470	$	316,903
Bluegreen Communities		145,447		112,023

	$	515,917	$	428,926

Our VOI inventory consists of the following (in thousands):


	As of

	December 31, 2009		September 30, 2010


Completed VOI units	$	287,176	$	239,829
Construction-in-progress		8,243		5,644
Real estate held for future development		75,051		71,430

	$	370,470	$	316,903

As a result of our continued low volume of sales, reduced prices, and the impact of reduced sales on the forecasted sell-out period of our communities projects, we recorded non-cash charges to cost of real estate sales of approximately $2.3 million and $17.7 million during the nine months ended September 30, 2009 and 2010, respectively, to write-down the carrying amount of certain phases of our completed communities properties, to their estimated fair value less costs to sell.

In addition, we review our undeveloped resort and residential communities’ properties for impairment under the guidelines of ASC Property, Plant and Equipment (Topic 360), which requires that such property be reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the assets might not be recoverable. In connection with this analysis, in the third quarter of 2010, we recorded an impairment of $8.7 million to write down the carrying amount of certain undeveloped phases in one of our residential communities properties to fair value, as we determined that the carrying amounts of these homesites would not be recovered by estimated future cash flows. We estimated the fair value of the underlying properties based on our analysis of their estimated future cash flows (Level 3 inputs), discounted at rates commensurate with the risk inherent in the property. We estimated future cash flows based upon our expectations of performance given current and projected forecasts of the economy and real estate markets in general. Should adverse conditions in the real estate market continue longer than forecasted or deteriorate further or if our performance does not meet the expectations on which our estimates were based, additional charges will be recorded in the future. Furthermore, should our intentions or estimates relative to our Bluegreen Communities business change in the future, the carrying values of the related inventory and our results of operations could be materially adversely affected.

Total interest expense capitalized to construction in progress was $0.3 million and $1.5 million for the three and nine months ended September 30, 2009, respectively. Total interest expense capitalized to construction in progress during the 2010 periods was insignificant.

8. Fair Value of Financial Instruments

We used the following methods and assumptions in estimating the fair values of our financial instruments:

Unrestricted cash and cash equivalents. The amounts reported in our consolidated balance sheets for cash and cash equivalents approximate fair value.

Restricted cash. The amounts reported in our consolidated balance sheets for restricted cash approximate fair value.

Contracts receivable. The amounts reported in our consolidated balance sheets for contracts receivable approximate fair value. The majority of our contracts receivable relate to unclosed homesite sales and are non-interest bearing and generally convert into cash within thirty to forty-five days.

Notes receivable. The fair values of our notes receivable are based on estimated future cash flows considering contractual payments and estimates of prepayments and defaults, discounted at a market rate.

Lines-of-credit, notes payable, and receivable-backed notes payable. The amounts reported in our consolidated balance sheets approximate fair value for indebtedness that provides for variable interest rates. The fair value of our fixed-rate, non-recourse receivable-backed notes payable was determined by discounting the net cash outflows estimated to be used to repay the debt. These obligations are to be satisfied using the proceeds from the loans that secure these obligations and are non-recourse to the Company.

Junior subordinated debentures. The fair values of our junior subordinated debentures were based on the discounted value of contractual cash flows at a market discount rate or based on market price quotes from the over-the-counter bond market.

The carrying amounts and estimated fair value of our financial instruments were as follows, on the dates indicated (in thousands):


	As of December 31, 2009				As of September 30, 2010

	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value


Unrestricted cash and cash equivalents	$	70,491	$	70,491	$	85,897	$	85,897
Restricted cash		23,908		23,908		54,347		54,347
Contracts receivable, net		4,826		4,826		1,521		1,521
Notes receivable, net		309,307		279,208		615,089		628,000
Retained interests in notes receivable sold		78,313		78,313		—		—
Lines-of-credit, notes payable, and receivable-backed notes payable		428,609		428,609		740,521		722,479
Junior subordinated debentures		110,827		60,522		110,827		62,088

9. Business Segments

We have two reportable business segments – Bluegreen Resorts and Bluegreen Communities. Bluegreen Resorts develops markets and sells VOIs in our resorts through the Bluegreen Vacation Club, and provides fee-based management services to resort property owners associations. Bluegreen Resorts also earns fees from third parties for providing sales, marketing, construction management, title, and management services to third-party resort developers and owners. Bluegreen Communities acquires large tracts of real estate, which are subdivided, improved (in some cases to include a golf course on the property and other related amenities) and sold, typically on a retail basis, as homesites. Our reportable segments are business units that are each managed separately, because they sell distinct products and utilize different development, marketing and selling methods.

We evaluate the performance and allocate resources to each business segment based on its individual segment operating profit (loss). Segment operating profit (loss) is operating profit (loss) prior to the allocation of corporate overhead, interest income, other income or expense items, interest expense, income taxes, discontinued operations, and income attributable to non-controlling interest. Inventory, notes receivable and fixed assets are the only assets that we evaluate on a segment basis — all other assets are only evaluated on a consolidated basis. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies in Note 1 above.

Information for our business segments was as follows (in thousands):


	Bluegreen Resorts		Bluegreen Communities			Total

For the Three Months Ended September 30, 2009:
Sales of real estate	$	64,977	$	6,289		$		71,266
Other resort and communities operations revenue		15,196		494				15,690
Fee-based sales commission revenue		7,026		—				7,026
Depreciation expense		1,332		150				1,482
Segment operating profit (loss)		17,970		(2,669	)			15,301

	Bluegreen Resorts		Bluegreen Communities				Total

For the Three Months Ended September 30, 2010:
Sales of real estate	$	39,318	$	2,885			$		42,203
Other resort and communities operations revenue		17,476		433					17,909
Fee-based sales commission revenue		15,148		—					15,148
Depreciation expense		1,360		133					1,493
Segment operating profit (loss)		2,357		(24,763	)				(22,406	)

	Bluegreen Resorts		Bluegreen Communities				Total

For the Nine Months Ended September 30, 2009:
Sales of real estate	$	160,474	$	13,202			$		173,676
Other resort and communities operations revenue		42,447		1,251					43,698
Fee-based sales commission revenue		7,026		—					7,026
Depreciation expense		3,952		457					4,409
Segment operating profit (loss)		31,530		(6,083	)				25,447

	Bluegreen Resorts		Bluegreen Communities				Total

For the Nine Months Ended September 30, 2010:
Sales of real estate	$	110,074	$	9,488			$		119,562
Other resort and communities operations revenue		50,181		1,283					51,464
Fee-based sales commission revenue		37,458		—					37,458
Depreciation expense		4,156		401					4,557
Segment operating profit (loss)		16,226		(37,198	)				(20,972	)

	Bluegreen Resorts		Bluegreen Communities				Total

As of December 31, 2009:
Notes receivable, net	$	304,930	$	4,377			$		309,307
Inventory		370,470		145,447					515,917
Property and equipment, net ⁽¹⁾		70,036		6,153					76,189


	Bluegreen Resorts		Bluegreen Communities		Total

As of September 30, 2010:
Notes receivable, net	$	608,719	$	6,370	$	615,089
Inventory		316,903		112,023		428,926
Property and equipment, net ⁽¹⁾		66,453		5,694		72,147


	(1)	As of December 31, 2009 and September 30, 2010, $9.4 million and $8.4 million, respectively, of property and equipment, net, were related to assets utilized by corporate operations.

Segment operating profit (loss) for our reportable segments reconciled to our consolidated income (loss) before non-controlling interest, provision (benefit) for income taxes and discontinued operations was as follows at the dates indicated (in thousands):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2009			2010			2009			2010


Segment operating profit (loss) from continuing operations for reportable segments	$	15,301		$	(22,406	)	$	25,447		$	(20,972	)
Interest income		16,745			26,461			52,933			80,878
Other income (expense), net		665			(2,008	)		1,964			(2,397	)
Corporate general and administrative expenses		(13,394	)		(8,781	)		(35,880	)		(32,792	)
Mortgage servicing operations ⁽¹⁾		1,134			(607	)		4,029			(1,748	)
Interest expense		(10,485	)		(16,260	)		(25,920	)		(49,835	)

Consolidated income (loss) before non-controlling interests, provision (benefit) for income taxes and discontinued operations	$	9,966		$	(23,601	)	$	22,573		$	(26,866	)


	(1)	Reflects impact of adoption of ASU 2009-16 and ASU 2009-17.

Depreciation expense for our reportable segments reconciled to our consolidated depreciation expense was as follows (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2009		2010		2009		2010


Depreciation expense for reportable segments	$	1,482	$	1,493	$	4,409	$	4,557
Depreciation expense for corporate fixed assets		1,301		812		3,889		2,544

Consolidated depreciation expense	$	2,783	$	2,305	$	8,298	$	7,101

Assets for our reportable segments reconciled to our consolidated assets (in thousands):


	As of

	December 31, 2009		September 30, 2010


Notes receivable for reportable segments	$	309,307	$	615,089
Inventory for reportable segments		515,917		428,926
Property and equipment, net for reportable segments		76,189		72,147
Assets not allocated to reportable segments		229,852		207,196

Total assets	$	1,131,265	$	1,323,358

10. Income Taxes

We and our subsidiaries file income tax returns in the U.S. federal jurisdiction and various states and foreign jurisdictions. With certain exceptions, we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2005.

We evaluate our tax positions based upon FASB ASC 740-10 (previously FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes - an Interpretation of FASB Statement No. 109 ), which clarifies the accounting for uncertainty in tax positions. Based on an evaluation of uncertain tax provisions, we are required to measure tax benefits

based on the largest amount of benefit that is greater than 50% likely of being realized upon settlement. In accordance with our accounting policy, we recognize interest and penalties related to unrecognized taxes as a component of general and administrative expenses.

In May 2009, we received a notice from the North Carolina Department of Revenue informing us of its proposal to assess us for taxes, interest, and penalties totaling approximately $500,000. The assessment notice related to our corporate income tax returns for fiscal years 2004, 2005, and 2006. After further review by the North Carolina Department of Revenue, we received a final assessment for additional tax and interest totaling $62,000. In March 2010, we paid the assessment and received notice from the North Carolina Department of Revenue that the tax years 2004, 2005 and 2006 are now closed.

In April 2010, we received notice from the Internal Revenue Service that the 2008 Federal partnership return for one of our wholly-owned subsidiaries, Bluegreen Southwest One, L.P., had been selected for audit. In August 2010, we received notice from the Internal Revenue Service that this examination was completed without adjustment.

In May 2010, we received official notice from the Minnesota Department of Revenue that Bluegreen Vacations Unlimited, Inc.’s Corporation Franchise Tax Returns for the years ended December 31, 2006 through 2008 was selected for audit. In August 2010, we received official notice from the Texas Comptroller of Public Accounts that Bluegreen Corporation’s Franchise Tax Report for the year ended December 31, 2008 was selected for audit. While there is no assurance as to the results of the audits, we do not currently anticipate any material adjustments in connection with these examinations.

As of September 30, 2010, we did not have any significant amounts accrued for interest and penalties, and we had no significant amounts recorded for uncertain tax positions.

As described in Note 2, we recorded a one-time, non-cash pre-tax reduction to shareholders’ equity of approximately $60.7 million in conjunction with the adoption of ASU 2009-16 and 2009-17 as of January 1, 2010. That amount included a $35.0 million reduction in our net deferred income tax liability.

As discussed further in Note 4 of Notes to Consolidated Financial Statements in our Annual Report, we exercised our servicer option relating to the 2002 Term Securitization which resulted in the full redemption of all classes of notes as of May 8, 2009. Since the ability to exercise this option became available to us earlier than originally anticipated, certain adjustments to projected timing differences were recorded, which resulted in a reduction to our income tax provision of $4.6 million on the Condensed Consolidated Statements of Operations for the nine months ended September 30, 2009.

11. Commitments and Contingencies

Bluegreen Resorts

Tennessee Tax Audit

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. We believe the attempt to impose such a tax is contrary to Tennessee law and have vigorously opposed, and intend 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 we will be successful in contesting the current assessment.

Pennsylvania Attorney General Lawsuit

On October 28, 2008, in Cause No. 479 M.D. 2008, styled Commonwealth of Pennsylvania Acting by Attorney General Thomas W. Corbett, Jr. v. Bluegreen Corporation, Bluegreen Resorts, Bluegreen Vacations Unlimited, Inc. and Great Vacation Destinations, Inc. , in the Commonwealth Court of Pennsylvania, the Commonwealth of Pennsylvania acting through its Attorney General filed a lawsuit against Bluegreen Corporation, Bluegreen Resorts, Bluegreen Vacations Unlimited, Inc. and Great Vacation Destinations, Inc. (a wholly owned subsidiary of Bluegreen Corporation) alleging violations of Pennsylvania’s Unfair Trade Practices and Consumer Protection Laws. The lawsuit alleged that the use of sales and marketing methods or practices that were unlawful under Pennsylvania law and sought a permanent injunction

preventing us from using such methods and practices in the future. The lawsuit also sought civil penalties and restitution on behalf of Pennsylvania consumers. The lawsuit did not seek to permanently restrain us or any of our affiliates from doing business in the Commonwealth of Pennsylvania. The parties reached a settlement of this matter and a consent was signed which received Court approval on May 26, 2010. Pursuant to the terms of the settlement, Bluegreen paid $200,000 to the Attorney General’s Office and agreed to a 30-day tail period within which additional consumers meeting certain eligibility requirements were permitted to apply for relief. Bluegreen and the Attorney General’s Office are working together to determine the payments to be made to consumers who applied for relief during the 30-day tail period. We do not currently expect that this amount will be material.

Destin, Florida Deposit Dispute Lawsuit

In Cause No. 2006-Ca-3374, styled Joseph M. Scheyd, Jr., P.A. vs. Bluegreen Vacations Unlimited, Inc.,; Hubert A. Laird; and MSB of Destin, Inc., in the Circuit Court of the First Judicial Circuit in and for Okaloosa County, Florida, the Plaintiff as escrow agent brought an interpleader action seeking a determination as to whether we, as purchaser, or Hubert A. Laird and MSB of Destin, Inc. as seller, were entitled to the $1.4 million escrow deposit being maintained with the escrow agent pursuant to a purchase and sale contract for real property located in Destin, Florida. Both we and the seller brought cross-claims for breach of the underlying purchase and sale contract. The seller alleges we failed to perform under the terms of the purchase and sale contract and claims entitlement to the amount in escrow. We maintain that our decision not to close on the purchase of the property was proper under the terms of the purchase and sale contract and therefore are entitled to a return of the full escrow deposit. The seller amended its complaint to include a fraud count. Bluegreen believes the fraud allegations are without merit and intends to vigorously defend this claim.

Other Matters

In addition to the matters disclosed above, from time to time in the ordinary course of business we receive individual consumer complaints, as well as complaints received through regulatory and consumer agencies, including Offices of State Attorney Generals. We take these matters seriously and attempt to resolve any such issues as they arise. Our goal is to cooperate fully with regulatory and consumer agencies with respect to any inquiries we receive.

Bluegreen Communities

Mountain Lakes Mineral Rights

Bluegreen Southwest One, L.P., (“Southwest”), a subsidiary of Bluegreen Corporation, is the developer of the Mountain Lakes subdivision in Texas. In Cause No. 28006, styled Betty Yvon Lesley et a1. v. Bluff Dale Development Corporation, Bluegreen Southwest One. L.P. et al., in the 266th Judicial District Court, Erath County, Texas, the plaintiffs filed a declaratory judgment action against Southwest seeking to develop their reserved mineral interests in, on and under the Mountain Lakes subdivision. The plaintiffs’ claims are based on property law, oil and gas law, contract and tort theories. The property owners association and some of the individual landowners have filed cross actions against Bluegreen, Southwest and individual directors of the property owners association related to the mineral rights and certain amenities in the subdivision as described below. On January 17, 2007, the court ruled that the restrictions placed on the development that prohibited oil and gas production and development were invalid and not enforceable as a matter of law, that such restrictions did not prohibit the development of the plaintiffs’ prior reserved mineral interests and that Southwest breached its duty to lease the minerals to third parties for development. The court further ruled that Southwest was the sole holder of the right to lease the minerals to third parties. The order granting the plaintiffs’ motion was severed into a new cause styled Cause No. 28769 Betty Yvon Lesley et a1. v. Bluff Dale Development Corporation, Bluegreen Southwest One. L.P. et al. in the 266th Judicial District Court, Erath County, Texas. Southwest appealed the trial court’s ruling. On January 22, 2009, in Bluegreen Southwest One, L.P. et al. v. Betty Yvon Lesley et al. , in the 11th Court of Appeals, Eastland, Texas, the Appellate Court reversed the trial court’s decision and ruled in Southwest’s favor and determined that all executive rights were owned by Southwest and then transferred to the individual property owners in connection with the sales of land. All property owner claims were decided in favor of Southwest. It was also decided that Southwest did not breach a fiduciary duty to the plaintiffs as an executive rights holder. On May 14, 2009, the plaintiffs filed an appeal with the Texas Supreme Court asking the Court to reverse the Appellate Court’s decision in favor of Bluegreen. On September 15, 2010 the Court heard oral arguments on whether to reverse or affirm the Appellate Court’s decision. No information is available as to when the Texas Supreme Court will render a decision on the appeal.

Separately, one of the amenity lakes in the Mountain Lakes development did not reach the expected water level after construction was completed. Owners of homesites within the Mountain Lakes subdivision and the property owners Association of Mountain Lakes have asserted cross claims against Southwest and Bluegreen regarding such failure as part of the Lesley litigation described above as well as in Cause No. 067-223662-07, Property Owners Association of

Mountain Lakes Ranch, Inc. v. Bluegreen Southwest One, L.P. et al. , in the 67 ^th Judicial District Court of Tarrant County, Texas. This case has been settled and the entire $3.4 million settlement was paid in March of 2010. Additional claims may be pursued in the future by certain individual lot owners within the Mountain Lakes subdivision in connection with these matters, but it is not possible at this time to estimate the likelihood of loss or amount of potential exposure with respect to any such matters, including the likelihood that any such loss may exceed the amount accrued.

Catawba Falls Preserve Homeowner’s Association Demand Letter

On March 27, 2010, a settlement agreement was executed in connection with the Catawba Falls Preserve Homeowners Association Inc. demand letter, wherein Bluegreen agreed to pay the Association a nominal sum and convey to the Association title to two lots located within the Catawba Falls Preserve subdivision.

Marshall, et al. Lawsuit Regarding Community Amenities

On September 14, 2009, in Cause No. 09-09-08763-CV, styled William Marshall and Patricia Marshall, et al. v Bluegreen Southwest One, L.P., Bluegreen Southwest Land, Inc., Bluegreen Corporation, Stephen Davis, and Bluegreen Communities of Texas, L.P. , Plaintiffs filed this action alleging fraud, negligent misrepresentation, breach of contract, and negligence with regards to the Ridgelake Shores subdivision, developed in Montgomery County, Texas, specifically, the usability of the lakes within the community for fishing and sporting and the general level of quality at the community. The lawsuit seeks material damages and the payment of costs to remediate the lake. On September 10, 2010, a tentative settlement of this matter was reached, pursuant to which Bluegreen agreed to pay $320,000 to provide for improvements to the fish habitat and general usability of the lake environment. The settlement agreement remains subject to certain conditions, including court approval.

Schawrz, et al. Lawsuit Regarding Community Amenities

On September 18, 2008, in Cause No. 2008-5U-CV-1358-WI, styled Paul A. Schwarz and Barbara S. Schwarz v. Bluegreen Communities of Georgia, LLC and Bluegreen Corporation , Plaintiffs brought suit alleging fraud and misrepresentation with regards to the construction of a marina at the Sanctuary Cove subdivision located in Camden County, Georgia. Plaintiff subsequently withdrew the fraud and misrepresentation counts and filed a count alleging violation of racketeering laws, including mail fraud and wire fraud. On January 25, 2010, Plaintiffs filed a second complaint seeking approval to proceed with the lawsuit as a class action on behalf of more than 100 persons claimed to have been harmed by the alleged activities in a similar manner. We have filed a response with the Court in opposition to class certification. No decision has yet been made by the Court as to whether they will certify a class. We deny the allegations and intend to vigorously defend the lawsuit.

Community Cable Service, LLC Lawsuit

On June 3, 2010, in a case captioned Community Cable Service, LLC v. Bluegreen Communities of Georgia, LLC and Sanctuary Cove at St. Andrews Sound Community Association, Inc., a/k/a Sanctuary Cove Home Developers Association, Inc., Case No. 16-2009-CA-008028, in the Circuit Court of the Fourth Judicial Circuit in and for Duval County, Florida, the plaintiffs filed suit alleging breach by the Bluegreen Communities of Georgia and the community association of a bulk cable TV services contract at Bluegreen’s Sanctuary Cove single family residential community being developed in Waverly, Georgia. In its Complaint, the Plaintiffs alleged that approximately $170,000 in unpaid bulk cable fees are due from the defendants, and that the non-payment of fees will continue to accrue on a monthly basis. Bluegreen and the community association allege incomplete performance under the contract by plaintiffs and that the cable system installed was inferior and did not comply with the requirements of the contract. The case went to mediation on September 20, 2010, but no resolution was reached. We intend to vigorously defend the lawsuit.

12. Related Party Transactions

BFC Financial Corporation (“BFC”) beneficially owns approximately 52% of our common stock. In addition, Alan B. Levan and John E. Abdo, our Chairman and Vice Chairman, respectively, serve as Chairman, Chief Executive Officer and President of BFC and Vice Chairman of BFC, respectively, and may be deemed to control BFC by virtue of their ownership position in BFC.

During the three and nine months ended September 30, 2010, we paid approximately $0.2 million and $1.1 million, respectively, to Snapper Creek Equity Management, LLC, a subsidiary of BFC, for a variety of management advisory services. Additionally, during the three and nine months ended September 30, 2010, we reimbursed Woodbridge Holdings LLC, a subsidiary of BFC, approximately $0.6 million and $1.2 million, respectively, for certain expenses incurred in assisting us in our efforts to explore potential additional sources of liquidity.

13. Subsequent Events

In October 2010, the Bluegreen/Big Cedar Joint Venture acquired Paradise Point Resort, which is located in close proximity to the existing Wilderness Club at Big Cedar in Ridgedale, Missouri. The Paradise Point Resort acquisition consisted of land, completed residential units (consisting of both condominium and timeshare units), the right to construct additional VOI units on the acquired property, as well as a clubhouse and related recreational areas. The property was acquired with the intent to expand the amount of completed VOI inventory available for sale by the Bluegreen/Big Cedar Joint Venture as well as to develop and sell new VOI inventory in the future. In connection with the acquisition, Bluegreen has assumed management of the property. The purchase price of Paradise Point Resort was $7.7 million, of which $2.3 million was paid in cash and the balance of $5.4 million was financed with a note payable to Foundation Capital Resources, Inc., a lender affiliated with the seller. The acquisition will be accounted for as a purchase of a business. We are in the process of determining the fair values of the assets and the liabilities acquired.

Additionally, in a separate transaction in October 2010, the Bluegreen/Big Cedar Joint Venture acquired a 109-acre development parcel, located adjacent to the existing Wilderness Club at Big Cedar, from an affiliate of Big Cedar, LLC. The parcel was acquired with the intent to develop future VOI inventory for sale by the Bluegreen/Big Cedar Joint Venture. The purchase price of the parcel was $10.0 million, of which $2.3 million was paid in cash and the balance of $7.7 million was financed with a note payable to Foundation Capital Resources, Inc.

Concurrent with the acquisition of the 109-acre parcel, the expiration date of the exclusive marketing agreement between Bluegreen and Bass Pro, Inc., an affiliate of Big Cedar, LLC, was extended from January of 2015 to January of 2025.

Both notes payable to Foundation Capital Resources, Inc. have maturities of five years (the note underlying the 109-acre parcel purchase has a two-year extension provision subject to certain conditions) and bear interest at a rate of 8% for three years, which then adjusts to the lower of Prime plus 4.75% or the lender specified rate, not to exceed 9%. Repayments of the notes will be based upon the release payments from future sales of VOIs located on the underlying properties, subject to minimum payments stipulated in the agreements.

I tem 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Cautionary Statement Regarding Forward-Looking Statements and Risk Factors

We desire to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and are making the following statements to do so. Certain statements in this Quarterly Report and our other filings with the SEC constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. You may identify these statements by forward-looking words such as “may,” “intend,” “expect,” “anticipate,” “believe,” “will,” “should,” “project,” “estimate,” “plan” or other comparable terminology or by other statements that do not relate to historical facts. All statements, trend analyses and other information relative to the market for our products, remaining life-of-project sales, our expected future sales, gross margin, financial position, operating results, liquidity and capital resources, business strategy, financial plan and expected capital requirements as well as trends in our operations, receivables performance or results are forward-looking statements. These forward-looking statements are subject to known and unknown risks and uncertainties, many of which are beyond our control, including changes in economic conditions, generally, in areas where we operate, or in the travel and tourism industry, availability of financing, increases in interest rates, changes in regulations and other factors discussed throughout our SEC filings, including the Risk Factors section of such filings, all of which could cause our actual results, performance or achievements, or industry trends, to differ materially from any future results, performance, or achievements or trends expressed or implied herein. Given these uncertainties, readers are cautioned not to place undue reliance on these forward-looking statements, and no assurance can be given that the plans, estimates and expectations reflected herein will be achieved. Factors that could adversely affect our future results can also be considered general risk factors with respect to our business, whether or not they relate to a forward-looking statement. We wish to caution you that the important factors set forth below and elsewhere in this Quarterly Report in some cases have affected, and in the future could affect our actual results and could cause them to differ materially from those expressed in any forward-looking statements.


•	The overall state of the economy, interest rates and the availability of financing affect our ability to market VOIs and residential homesites.

•	We would incur substantial losses and our liquidity position could be adversely impacted if the customers we finance default on their obligations.

•	Our business plan historically has depended on our ability to sell or borrow against our notes receivable to support our liquidity and profitability.

•	While we have attempted to restructure our business to reduce our need for and reliance on financing for liquidity in the short term, there is no assurance that such restructuring will be successful or that our business and profitability will not otherwise continue to depend on our ability to obtain financing, which may not be available on favorable terms, or at all.

•	Our results of operations and financial condition could be adversely impacted if our estimates concerning our notes receivable are incorrect. This may include additional impairment charges on loans generated prior to December 2008, when we implemented stricter credit underwriting standards. In addition, our new FICO® score-based credit underwriting standards may not have the anticipated favorable impact on the performance of our receivables.

•	Our future success depends on our ability to market our products successfully and efficiently.

•	We are subject to the risks of the real estate market and the risks associated with real estate development, including the decline in real estate values and the deterioration of real estate sales.

•	Our adoption on January 1, 2010 of accounting guidance requiring the consolidation of our special purpose finance entities had a material adverse impact on our net worth, leverage, and book value per share, and could have an adverse impact on our profits in the future.

•	Our initiatives to increase the amount of cash received upon sales of VOIs and to achieve selling and marketing efficiencies in our Bluegreen Resorts segment may not be successful.

•	We may not be successful in increasing or expanding our fee-based services relationships, and our fee-based service activities may not be profitable, which may have an adverse impact on our results of operations and financial condition.


•	Low consumer demand of homesites has had and may continue to have, an adverse impact on our Bluegreen Communities segment.

•	Claims for development-related defects could adversely affect our financial condition and operating results.

•	The resale market for VOIs could adversely affect our business.

•	We may be adversely affected by extensive federal, state and local laws and regulations and changes in applicable laws and regulations, including with respect to the imposition of additional taxes on operations. In addition, results of audits of our tax returns or those of our subsidiaries may have a material and adverse impact on our financial condition.

•	Environmental liabilities, including claims with respect to mold or hazardous or toxic substances, could have a material adverse impact on our business.

•	The ratings of third-party rating agencies could adversely impact our ability to obtain, renew, or extend credit facilities, debt, or otherwise raise capital.

•	In the near term, we have significant debt maturing and advance periods expiring on our receivable-backed credit facilities, which could adversely impact our liquidity position, and, we may not be successful in refinancing or renewing the debt on favorable terms, if at all.

•	Our financial statements are prepared based on certain estimates, including those related to future cash flows which in turn are based upon expectations of our performance given current and projected forecasts of the economy and real estate markets in general. Our results and financial condition may be materially and adversely impacted if the adverse conditions in the real estate market continue for longer than expected or deteriorate further or if our performance does not otherwise meet our expectations.

•	The loss of the services of our key management and personnel could adversely affect our business.

Executive Overview

Our results for the three and nine months ended September 30, 2010 reflect our continued efforts to improve our cash flows from operations through initiatives designed to increase cash received upon sales of VOIs, to achieve selling and marketing efficiencies in our Bluegreen Resorts segment and to increase our cash fee-based service businesses. While our cash flows from operations and our Bluegreen Resorts business operating metrics reflect the success of these efforts, the Bluegreen Communities business continued to be impacted by low consumer demand for homesites.

During the three months ended September 30, 2010:


•	System-wide sales of VOIs totaled $90.0 million, reflecting an 11% increase over the three months ended September 30, 2009.

•	Our sales and marketing fee-based service business sold $22.1 million of third-party developer inventory and earned sales and marketing commissions of $15.1 million.

•	We recorded a non-cash charge of $24.5 million to increase the allowance for loan losses on our VOI notes receivable generated prior to December 15, 2008 (the date we implemented FICO®-based credit underwriting standards), as we now expect certain lower FICO® receivables to experience higher losses later in their contractual term than originally estimated.

•	Our Bluegreen Communities business generated a segment operating loss of $24.8 million, including non-cash impairment charges of $20.8 million associated with the write-down of the inventory balances of certain phases of our communities’ properties.

•	The adoption of ASU 2009-17 on January 1, 2010 resulted in our consolidation of seven existing special purpose financing entities that are associated with past securitization transactions. In addition to the material changes to our Balance Sheet (see Note 2 in our Notes to the Condensed Consolidated Financial Statements ), the consolidation of these special purpose finance entities impacted the Statement of Operations during the


	three months ended September 30, 2010, by increasing our interest income from VOI notes receivable and increasing interest expense on notes payable compared to prior periods.

•	We successfully completed the securitization of $36.1 million of the lowest FICO®-score loans previously financed in the BB&T Purchase Facility, for gross cash proceeds of $24.3 million. Substantially all of the timeshare receivables included in this transaction were generated prior to December 15, 2008, and had FICO® scores below 600.

As we discuss further in the Liquidity and Capital Resources section below, our Bluegreen Resorts’ sales and marketing operations are materially dependent on the availability of liquidity in the credit markets. Historically, we have provided financing to a significant portion of our Bluegreen Resorts customers. Such financing typically involves the consumer making a minimum 10% cash down payment, with the balance being financed by us over a ten-year period. As Bluegreen Resorts’ selling, general and administrative expenses typically exceed the cash down payment, we have historically maintained credit facilities pursuant to which we pledged or sold our consumer notes receivable. From time to time, we also engage in private placement securitization transactions and similar arrangements to periodically pay down all or a portion of our note receivable credit facilities.

We continue to actively pursue additional credit facility capacity, capital markets transactions and alternative financing solutions, and we hope that the steps we are taking will position us to maintain our existing credit relationships as well as attract new sources of capital. Regardless of the state of the credit markets, we believe that our resorts management and finance operations will continue to represent recurring cash-generating sources of income which do not require material liquidity support from the credit markets. Further, we believe that we have adequate timeshare inventory to satisfy our projected sales for the remainder of 2010 and, based on anticipated sales levels, for a number of years thereafter.

While the vacation ownership business has historically been capital intensive, our goal is to leverage our sales and marketing, mortgage servicing, fee-based management services, title and construction experience to generate fee-based-service relationships with third parties that produce positive cash flows and typically require less capital investment than our traditional vacation ownership business. In July of 2009, we began selling and marketing third parties’ vacation ownership inventory for a fee. During the three months ended September 30, 2010 and 2009, we sold $22.1 million and $11.3 million, respectively, of third-party inventory and earned sales and marketing commissions of approximately $15.1 million and $7.0 million, respectively, as well as title fees on such transactions. During the nine months ended September 30, 2010 and 2009, we sold $56.0 million and $11.3 million, respectively, of third-party inventory and earned sales and marketing commissions of approximately $37.5 million and $7.0 million, respectively, as well as title fees on such transactions. We also provide fee-based management services, resort design and development services, and mortgage services under certain of these arrangements, all for cash fees. We intend to pursue additional fee-based service relationships, and while there is no assurance that this will be the case, we believe that these activities will become an increasing portion of our business over time.

While, as described above, part of our overall business strategy is cash conservation, we may periodically explore and enter into real-estate-related acquisitions, which we believe represent strategic business opportunities and are accretive to our cash flows. In October 2010, the Bluegreen/Big Cedar Joint Venture acquired Paradise Point Resort, which is located in close proximity to the existing Wilderness Club at Big Cedar in Ridgedale, Missouri. The Paradise Point Resort acquisition consisted of land, completed residential units (consisting of both condominium and timeshare units), the right to construct additional VOI units on the acquired property, as well as a clubhouse and related recreational areas. The property was acquired with the intent to expand the amount of completed VOI inventory available for sale by the Bluegreen/Big Cedar Joint Venture as well as to develop and sell new VOI inventory in the future. In connection with the acquisition, Bluegreen has assumed management of the property. The purchase price of Paradise Point Resort was $7.7 million, of which $2.3 million was paid in cash and the balance of $5.4 million was financed with a note payable to Foundation Capital Resources, Inc., a lender affiliated with the seller. Additionally, in a separate transaction in October 2010, the Bluegreen/Big Cedar Joint Venture acquired a 109-acre development parcel, located adjacent to the existing Wilderness Club at Big Cedar, from an affiliate of Big Cedar, LLC. The parcel was acquired with the intent to develop future VOI inventory for sale by the Bluegreen/Big Cedar Joint Venture. The purchase price of the parcel was $10.0 million, of which $2.3 million was paid in cash and the balance of $7.7 million was financed with a note payable to Foundation Capital Resources, Inc. Both notes payable to Foundation Capital Resources, Inc. have maturities of five years (the note underlying the 109-acre parcel purchase has a two-year extension provision subject to certain conditions) and bear interest at a rate of 8% for three years, which then adjusts to the lower of Prime plus 4.75% or the lender specified rate, not to exceed 9%. Repayments of the notes will be based upon the release payments from future sales of VOIs located on the underlying properties, subject to minimum payments stipulated in the agreements. Concurrent with the acquisition of the 109-acre parcel, the expiration date of the exclusive marketing agreement between Bluegreen and Bass Pro, Inc., an affiliate of Big Cedar, LLC, was extended from January of 2015 through January of 2025.

We have historically experienced and expect to continue to experience seasonal fluctuations in our gross revenues and results of operations. This seasonality may result in fluctuations in our quarterly operating results. Although we typically see more potential customers at our sales offices during the quarters ending in June and September, ultimate recognition of the resulting sales during these periods may be delayed due to down payment requirements for recognition of real estate sales under GAAP or due to the timing of development and the requirement that we use the percentage-of-completion method of accounting.

We believe that inflation and changing prices have had a material impact on our revenues and results of operations. We have increased the sales prices of our VOIs periodically and have experienced increased construction and development costs from time to time during the last several years. There is no assurance that we will be able to increase or maintain the current level of our sales prices or that increased construction costs will not have a material adverse impact on our gross margin. In addition, to the extent that inflation in general or increased prices for our VOIs adversely impacts consumer demand, our results of operations could be adversely impacted. While we have recently reduced sales prices of our homesites in response to low levels of consumer demand, these same factors may in the future affect our Bluegreen Communities segment. Also, to the extent inflationary trends, tightened credit markets or other factors affect interest rates, our debt service costs may increase.

Our Bluegreen Communities business has been, and continues to be, adversely impacted by the deterioration in the real estate markets. We have experienced a material decrease in demand, and a significant decrease in sales volume. We have significantly reduced prices on certain of our homesites in an attempt to increase sales activity. As a result of our continued low volume of sales, reduced prices, and the impact of reduced sales on the forecasted sell-out period of our communities’ projects, we recorded non-cash impairment charges of $20.8 million and $26.4 million during the three and nine months ended September 30, 2010, respectively. There can be no assurances that future changes in our intentions, expectations, or pricing will not result in future material charges or adjustments to the carrying amount of our communities inventory or otherwise adversely impact our results and financial condition in the future. Further, as we have from time to time, we currently are undertaking a comprehensive evaluation of our overall Bluegreen Communities strategy. In the event we decide to materially change our strategy, the carrying value of our Communities inventory would be reevaluated and could result in additional material impairment charges.

We have historically financed a majority of Bluegreen Resorts sales of VOIs, and accordingly, are subject to the risk of defaults by customers. GAAP requires that we reduce sales of VOIs by our estimate of future uncollectible note balances on originated VOI receivables, excluding any benefit for the value of future recoveries. The allowance for loan losses for each business segment as of December 31, 2009 and September 30, 2010 was as follows (in thousands):


	Bluegreen Resorts			Bluegreen Communities			Total


December 31, 2009:
Notes receivable – non-securitized	$	182,191		$	4,901		$	187,092
Notes receivable – securitized		169,041			—			169,041

		351,232			4,901			356,133
Allowance for loan losses		(46,302	)		(524	)		(46,826	)

Notes receivable, net	$	304,930		$	4,377		$	309,307
Allowance as a % of gross notes receivable		13	%		11	%		13	%

September 30, 2010:
Notes receivable – non-securitized	$	180,644		$	6,874		$	187,518
Notes receivable – securitized		551,899			—			551,899

		732,543			6,874			739,417
Allowance for loan losses		(123,824	)		(504	)		(124,328	)

Notes receivable, net	$	608,719		$	6,370		$	615,089
Allowance as a % of gross notes receivable		17	%		7	%		17	%

We believe that relatively high unemployment in the United States and adverse economic conditions in general, have adversely impacted, and continue to adversely impact, the performance of our notes receivable portfolio. Our estimates regarding our allowance for loan losses involve interpretation of historical data, assumptions relative to the impact of loan seasoning and estimates of the effect of the higher default experience over the past two years on remaining performance. To the extent that these estimates change, our results of operations could be adversely affected. As a result of changes in our estimates related to the future performance of loans originated prior to our implementation of stricter credit underwriting standards in December 2008, during the three and nine months ended September 30, 2010, we recorded charges of $24.5 million and $37.8 million, respectively. Many of those loans were previously accounted for

off-balance-sheet. We anticipate that our FICO ^® score-based credit underwriting standards on new loan originations which we implemented in December 2008 and higher levels of customer equity in the existing loan portfolio will have a favorable impact on the performance of the portfolio over time, although there is no assurance that this will be the case. While we believe our notes receivable are adequately reserved at this time, there can be no assurance that future defaults will occur at expected levels. If the future performance of our loans varies from our expectations and estimates, additional charges may be required in the future.

The average annual default rates on Bluegreen Resorts’ and Bluegreen Communities’ receivables owned or serviced by us were as follows:


	12 Month Period Ended September 30,

	2009			2010

Bluegreen Resorts
Loans originated prior to December 15, 2008 ⁽¹⁾		14.3	%		13.5	%
Loans originated on or after December 15, 2008 ⁽¹⁾		n/a	⁽²⁾		4.0	%
Bluegreen Communities		2.1	%		9.8	%


	(1)	The date on which we implemented our FICO ^® score-based credit underwriting standards.

	(2)	The average annual default rate as of September 30, 2009 related to loans originated on or after December 15, 2008 does not reflect sufficient default experience of the underlying loans, and therefore, does not represent a meaningful comparison to the September 30, 2010 period.

The delinquency rates on Bluegreen Resorts’ and Bluegreen Communities’ receivables owned or serviced by us are presented below. Delinquency rates are defined as the percentage of our owned and serviced notes receivable portfolio that was over 30 days past due as of the dates indicated.


	As of

	December 31, 2009			September 30, 2010

Bluegreen Resorts
Loans originated prior to December 15, 2008 ⁽¹⁾		6.0	%		4.7	%
Loans originated on or after December 15, 2008 ⁽¹⁾		1.9	%		2.6	%
Bluegreen Communities		22.5	% ⁽²⁾		11.5	%


	(1)	The date on which we implemented our FICO ^® score-based credit underwriting standards.

	(2)	As of December 31, 2009, we were in the process of foreclosing on a total of nine Bluegreen Communities’ receivables. Had we completed the foreclosure process in 2009, the Bluegreen Communities’ delinquency rate would have been approximately 17% as of December 31, 2009.

Substantially all defaulted vacation ownership notes receivable result in the holder of the note receivable recovering the related VOI that secured the note receivable, typically soon after default and at little or no cost. The recovered VOI is then resold in the normal course of business.

The challenging credit markets have negatively impacted our financing activities. While the credit markets appear to be recovering and we entered into a term securitization and new financing facility during the quarter ended September 30, 2010, the number of securitization and hypothecation transactions being consummated in the market overall remains below historical levels and we believe that those that are consummated are more difficult to effect and are generally priced at a higher cost than in prior periods. There is no assurance that we will be able to secure future financing for our VOI notes receivable on acceptable terms, if at all.

Since 2009, we have entered into several new credit facility transactions as well as renewed or extended certain of our existing credit facilities and debt maturities (see the Liquidity and Capital Resources section for further information). In connection with these new transactions, as well as the renewals and extensions, we have, in certain cases, agreed to pay higher interest rates and fees. In addition, conditions in the commercial credit markets may result in an increase in interest rates on new debt we may obtain in the future. Any such increased interest rates would increase our expenses and adversely impact our results of operations.

Critical Accounting Policies and Estimates

Our discussion and analysis of results of operations and financial condition are based upon our consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of commitments and contingencies. On an

ongoing basis, management evaluates its estimates, including those that relate to the recognition of revenue, including revenue recognition under the percentage-of-completion method of accounting; our reserve for loan losses; the recovery of the carrying value of real estate inventories, golf courses, intangible assets and other assets; and the estimate of contingent liabilities related to litigation and other claims and assessments. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates may differ materially from those used by us under different assumptions and conditions. If actual results significantly differ from management’s estimates, or management’s estimates change, our results of operations and financial condition could be materially, adversely impacted. For a more detailed discussion of these critical accounting policies, see Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2009.

Accounting Pronouncements Not Yet Adopted

See Note 1 of the Notes to Condensed Consolidated Financial Statements for information related to recently issued accounting standards that have not been adopted by us.

Results of Operations

We review financial information, allocate resources and manage our business as two segments, Bluegreen Resorts and Bluegreen Communities. The information reviewed is based on internal reports and excludes an allocation of general and administrative expenses attributable to corporate overhead. The information provided is based on a management approach and is used by us for the purpose of tracking trends and changes in results. It does not reflect the actual economic costs, contributions or results of operations of the segments as stand-alone businesses. If a different basis of presentation or allocation were utilized, the relative contributions of the segments might differ but the relative trends, in our view, would likely not be materially impacted.

Bluegreen Resorts


	For the Three Months Ended

	September 30, 2009						September 30, 2010						Variance

	Amount			% of Sales			Amount			% of Sales			$ Change			% Change

	(dollars in thousands)

System-wide sales ⁽¹⁾	$	81,112					$	90,002					$	8,890			11	%
Changes in sales deferred under timeshare accounting rules		1,992						4,854						2,862			144
Estimated uncollectible VOI notes receivable		(6,877	)					(8,908	)					(2,031	)		(30	)

System-wide sales, net		76,227			100	%		85,948			100	%		9,721			13

Less: Sales of third-party VOIs		(11,250	)		(15	)		(22,090	)		(26	)		(10,840	)		(96	)
Adjustment to allowance for loan losses		—			—			(24,540	)		(29	)		(24,540	)		(100	)


Sales of real estate		64,977			85			39,318			46			(25,659	)		(39	)
Cost of real estate sales		22,237			34	⁽³⁾		13,696			21	⁽³⁾		(8,541	)		(38	)

Gross profit		42,740			66	⁽³⁾		25,622			79	⁽³⁾		(17,118	)		(40	)
Fee-based sales commission revenue		7,026			9			15,148			18			8,122			116
Other resort fee-based services revenues		15,196			20			17,476			20			2,280			15
Cost of other resort fee-based services		10,939			14			11,584			13			645			6
Selling and marketing expenses		32,733			43			40,047			47			7,314			22
Segment general and administrative expenses ⁽²⁾		3,320			4			4,258			5			938			28

Segment operating profit	$	17,970			24	%	$	2,357			3	%	$	(15,613	)		(87	)%


	(1)	Includes sales of VOIs made on behalf of third parties, which are transacted through the same process as the sale of our vacation ownership inventory, and involve similar selling and marketing costs.

	(2)	General and administrative expenses attributable to corporate overhead have been excluded from the tables. Corporate general and administrative expenses (excluding mortgage operations) totaled $13.4 million and $8.8 million for the three months ended September 30, 2009 and 2010, respectively. (See Corporate General and Administrative Expenses below for further discussion).

	(3)	Percentages for cost of real estate sales and gross profit are calculated as a percentage of sales of real estate, before adjustment to allowance for loan losses.


	For the Nine Months Ended

	September 30, 2009						September 30, 2010						Variance

	Amount			% of Sales			Amount			% of Sales			$ Change			% Change

	(dollars in thousands)

System-wide sales ⁽¹⁾	$	182,313					$	225,829					$	43,516			24	%
Changes in sales deferred under timeshare accounting rules		12,836						(1,660	)					(14,496	)		(113	)
Estimated uncollectible VOI notes receivable		(23,425	)					(20,269	)					3,156			13

System-wide sales, net		171,724			100	%		203,900			100	%		32,176			19

Less: Sales of third-party VOIs		(11,250	)		(7	)		(56,045	)		(27	)		(44,795	)		(398	)
Adjustment to allowance for loan losses		—			—			(37,781	)		(19	)		(37,781	)		(100	)


Sales of real estate		160,474			93			110,074			54			(50,400	)		(31	)
Cost of real estate sales		51,895			32	⁽³⁾		32,130			22	⁽³⁾		(19,765	)		(38	)

Gross profit		108,579			68	⁽³⁾		77,944			78	⁽³⁾		(30,635	)		(28	)
Fee-based sales commission revenue		7,026			4			37,458			18			30,432			433
Other resort fee-based services revenues		42,447			25			50,181			25			7,734			18
Cost of other resort fee-based services		29,093			17			33,107			16			4,014			14
Selling and marketing expenses		85,918			50			103,620			51			17,702			21
Segment general and administrative expenses ⁽²⁾		11,511			7			12,630			6			1,119			10

Segment operating profit	$	31,530			18	%	$	16,226			8	%	$	(15,304	)		(49	)%


	(1)	Includes sales of VOIs made on behalf of third parties, which are transacted through the same process as the sale of our vacation ownership inventory, and involve similar selling and marketing costs.

	(2)	General and administrative expenses attributable to corporate overhead have been excluded from the tables. Corporate general and administrative expenses (excluding mortgage operations) totaled $35.9 million and $32.8 million for the nine months ended September 30, 2009 and 2010, respectively. (See Corporate General and Administrative Expenses below for further discussion).

	(3)	Percentages for cost of real estate sales and gross profit are calculated as a percentage of sales of real estate, before adjustment to allowance for loan losses.

Bluegreen Resorts – Resort Sales and Marketing

The following table sets forth certain information for sales of both Bluegreen VOIs (before giving effect to the percentage-of-completion method of accounting and the deferral of sales in accordance with timeshare accounting rules) and VOI sales made on behalf of third-party developers for a fee:


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2009			2010			2009			2010


Number of sales offices operated at the end of the period		20			20			20			20

Number of Bluegreen- owned VOI sales transactions		6,146			5,569			15,431			14,217
Number of sales made on behalf of third-party developers for a fee		960			1,792			960			4,588

Total VOI sales transactions		7,106			7,361			16,391			18,805

Average sales price per transaction	$	11,730		$	12,212		$	11,317		$	11,986
Number of total prospects tours		44,416			47,750			103,065			121,329
Sale-to-tour conversion ratio– total prospects		16.0	%		15.4	%		15.9	%		15.5	%
Number of new prospects tours		25,366			28,463			59,737			70,200
Sale-to-tour conversion ratio– new prospects		11.0	%		10.1	%		11.8	%		10.7	%
Sales to existing Bluegreen Vacation Club owners, as a percentage of system-wide sales		57	%		58	%		55	%		58	%

System-wide VOI sales. In July 2009, we began selling VOIs on behalf of third-party developers for a fee. These sales are transacted through the same selling and marketing process we use to sell our owned VOI inventory. Our system-wide sales include all sales of Bluegreen Vacation Club products, regardless of whether the underlying VOI sold was owned by us or by one of our fee-based services clients. During the three and nine months ended September 30, 2010, the number of prospects touring our sales offices increased compared to the same periods of 2009. While we were successful at increasing the number of total prospects as well as the average sales price per transaction, we did experience a slightly lower overall sale-to-tour conversion ratio during the three and nine months ended September 30, 2010, compared to the same periods of 2009.

Sales of Bluegreen Owned VOIs. The decrease in sales of Bluegreen-owned VOIs during the three and nine months ended September 30, 2010, compared to the same periods of 2009 reflects our increased efforts relating to sales of VOIs made on behalf of our fee-based clients. Sales of Bluegreen-owned VOIs are also impacted by the timing of when a sale meets the criteria for revenue recognition. Sales of Bluegreen-owned VOIs that do not meet the revenue recognition criteria as of the end of a period are deferred to a future period until such time as the revenue recognition criteria are met. During the third quarter of 2010, we realized a net recognition of approximately $2.5 million of sales, due to the timing of revenue recognition, compared to $1.3 million of sales in the third quarter of 2009. During the first nine months of 2010, we realized a net deferral of approximately $1.6 million of sales compared to the net recognition of $8.5 million of sales during the first nine months of 2009.

VOI revenue is reduced by our estimate of future uncollectible VOI notes receivable. Estimated losses for uncollectible VOI notes receivable vary with the amount of financed sales during the period, and changes in our estimates of future note receivable performance for newly originated loans and the future performance of our existing loan portfolio. During the three months ended September 30, 2010 and 2009, we reduced revenue by $8.9 million and $6.9 million, respectively, for the estimated future uncollectibles on loans originated in these periods. The charge for estimated future uncollectible amounts on newly originated VOI notes receivable during the nine months ended September 30, 2010 and 2009, was $20.3 million and $23.4 million, respectively.

Additionally, we believe that relatively high unemployment in the United States and adverse economic conditions in general have adversely impacted, and continue to adversely impact, the performance of our notes receivable portfolio. In connection with our recent analysis of loan performance, we determined that lower FICO® score loans generated prior to December 15, 2008, the date at which we implemented stricter credit standards, have not experienced the same benefit of seasoning as other loans in the same vintage historically have, thus resulting in the probability of higher future defaults on such loans. Accordingly, during the three and nine months ended September 30, 2010, we recorded charges of $24.5 million and $37.8 million, respectively, to increase our allowance for uncollectible notes receivable on

such loans. While we believe our notes receivable are adequately reserved at this time, there can be no assurance that defaults have stabilized or that they will not increase further.

Bluegreen Resorts’ gross profit percentages vary between periods based on the relative costs of the specific VOIs sold in each respective period and the size of the point packages of the VOIs sold. During the three months ended September 30, 2010, Bluegreen Resorts’ gross profit percentage (calculated as a percentage of real estate sales, before adjustment to allowance for loan losses) was 79%, compared to 66% during the three months ended September 30, 2009. During the nine months ended September 30, 2010, Bluegreen Resorts’ gross profit percentage was 78%, compared to 68% during the same period in 2009. The increase in the gross profit percentages during the 2010 periods is mainly attributed to the decrease in the overall carrying cost of our VOI inventory as a result of adopting the provisions of ASU 2009-17 on January 1, 2010. See Note 2 in our Notes to Condensed Consolidated Financial Statements for additional information about the impact that the adoption of ASU 2009-17 on January 1, 2010 had on our balance sheet.

Sales and Marketing Fee-based Services. In July 2009, we began selling and marketing third parties’ vacation ownership inventory for a fee (one of our “fee-based services”). These sales are transacted through the same process as the sale of our vacation ownership inventory and entail similar selling and marketing costs. We earn our commission upon closing of a sales transaction.

During the three months ended September 30, 2009 and 2010, we sold $11.3 million and $22.1 million, respectively, of third-party developer inventory and earned sales and marketing commissions of $7.0 million and $15.1 million, respectively. During the nine months ended September 30, 2009 and 2010, we sold $11.3 million and $56.0 million, respectively, of third-party developer inventory and earned sales and marketing commissions of $7.0 million and $37.5 million, respectively. Based on an allocation of our selling, marketing and segment general and administrative expenses to these sales, we believe we generated approximately $1.7 million and $4.3 million in pre-tax profits by providing these sales and marketing fee-based services during the three month periods ended September 30, 2009 and 2010, respectively. Based on an allocation of our selling, marketing and segment general and administrative expenses to these sales, we believe we generated approximately $1.7 million and $7.8 million in pre-tax profits by providing these sales and marketing fee-based services during the nine month periods ended September 30, 2009 and 2010, respectively. We anticipate that fee-based services will be a greater portion of our revenues in the future, although there is no assurance that this will be the case.

Resort Sales and Marketing Expenses. Selling and marketing expenses for Bluegreen Resorts were $32.7 million and $40.0 million during the three months ended September 30, 2009 and 2010, respectively, and were $85.9 million and $103.6 million during the nine months ended September 30, 2009 and 2010, respectively. Selling and marketing expenses increased during the three and nine months ended September 30, 2010, compared to the same periods in 2009 as we expanded our marketing activity in an effort to increase the number of timeshare tours. Our overall sale-to-tour ratios decreased slightly during the three and nine months ended September 30, 2010, compared to the same 2009 periods. Sales to owners, which carry a relatively lower marketing cost, accounted for 58% of system-wide sales during the three months ended September 30, 2010, as compared to 57% during the same period in 2009. Sales to owners accounted for 58% of system-wide sales during the nine months ended September 30, 2010, as compared to 55% during the same period in 2009. As a percentage of system-wide sales, net, selling and marketing expenses increased to 47% during the three months ended September 30, 2010, as compared to 43% during the three months ended September 30, 2009. As a percentage of system-wide sales, net, selling and marketing expenses increased to 51% during the nine months ended September 30, 2010, as compared to 50% during the nine months ended September 30, 2009.

General and administrative expenses for Bluegreen Resorts were $3.3 million and $4.3 million during the three months ended September 30, 2009 and 2010, respectively, and were $11.5 million and $12.6 million during the nine months ended September 30, 2009 and 2010, respectively. General and administrative expenses for Bluegreen Resorts increased during the three and nine months ended September 30, 2010, compared to the same periods in 2009 due to additional spending required to support the increased level of sales activity. As a percentage of system-wide sales, net, general and administrative expenses were 5% during the three months ended September 30, 2010, as compared to 4% during the same period in 2009, and were 6% during the nine months ended September 30, 2010, as compared to 7% during the same period in 2009.

As of September 30, 2010, approximately $11.2 million and $6.2 million of sales and segment operating profit, respectively, were deferred because such sales did not meet the buyer’s minimum initial investment required for revenue recognition under the applicable timeshare accounting rules. This compares to $9.6 million and $4.6 million of sales and segment operating profit, respectively, deferred as of December 31, 2009.

Other Resort Fee-Based Services

The following table sets forth pre-tax profit generated from our fee-based management and other services (in thousands):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,

	2009			2010			2009			2010


Fee-based management services	$	5,110		$	5,890		$	15,705		$	19,540
Title operations		1,724			2,427			3,543			5,470
Net carrying cost of developer inventory		(767	)		(2,276	)		(5,096	)		(7,593	)
Other		(1,810	)		(149	)		(798	)		(343	)

Total	$	4,257		$	5,892		$	13,354		$	17,074

Fee-based management services gross profit increased during the three and nine months ended September 30, 2010 as compared to the same periods in 2009, as a result of additional fees earned by providing services to more VOI owners and from managing more timeshare resorts on behalf of property owners’ associations. As of September 30, 2010, we managed 40 timeshare properties and hotels compared to 37 as of September 30, 2009.

Gross profit generated from our title operations fluctuates based upon the number of VOI sales transactions processed by our title company subsidiary and on the mix of VOI inventory sold (third party closing costs vary by the location of underlying real estate sold). The increase in profit during the three and nine months ended September 30, 2010, as compared to the same periods of 2009, reflects a reduction in our processing back-log and the increase in the number of system-wide VOI sales transactions.

We intend to continue to pursue our efforts to provide resort management and title services to resort developers and others, on a cash-fee basis. While there is no assurance that we will be successful, we hope that this will become an increasing portion of our business over time.

The carrying costs of our VOI inventory include maintenance fees and developer subsidies on VOIs in our inventory, paid to the property owners’ associations that maintain the resorts. We partially mitigate this expense, to the extent possible, through the rental of our owned VOIs. Accordingly, the net carrying cost of developer inventory fluctuates with the number of VOIs we hold and the number of resorts subject to developer subsidy arrangements, as well as revenue from rental and sampler activity realized. During the three months ended September 30, 2009 and 2010, the carrying cost of our developer inventory totaled approximately $4.7 million and $5.3 million, respectively, and was offset by rental and sampler revenues, net of expenses, of $3.9 million and $3.0 million, respectively. During the nine months ended September 30, 2009 and 2010, the carrying cost of our developer inventory totaled approximately $15.9 million and $16.9 million, respectively, and was offset by rental and sampler product revenues, net of expenses, of $10.8 million and $9.3 million, respectively.

Bluegreen Communities


	For the Three Months Ended

	September 30, 2009						September 30, 2010						Variance

	Amount			% Sales			Amount			% Sales			$ Change			% Change

	(dollars in thousands)

Sales of real estate	$	6,289			100	%	$	2,885			100	%	$	(3,404	)		(54	)%
Cost of real estate sales ⁽¹⁾		6,284			100			23,612			818			17,328			276

Gross profit		5			—			(20,727	)		(718	)		(20,732	)		—

Other revenues		494			8			433			15			(61	)		(12	)

Cost of other operations		1,103			18			866			30			(237	)		(21	)
Selling and marketing expenses		972			15			947			33			(25	)		(3	)
Segment general and administrative expenses ⁽²⁾		1,093			17			2,656			92			1,563			143

Segment operating loss	$	(2,669	)		(42	)%	$	(24,763	)		(858	)%	$	(22,094	)		(828	)%


	For the Nine Months Ended

	September 30, 2009						September 30, 2010						Variance

	Amount			% Sales			Amount			% Sales			$ Change			% Change

	(dollars in thousands)

Sales of real estate	$	13,202			100	%	$	9,488			100	%	$	(3,714	)		(28	)%
Cost of real estate sales ⁽¹⁾		10,870			82			34,972			369			24,102			222

Gross profit		2,332			18			(25,484	)		(269	)		(27,816	)		(1,193	)

Other revenues		1,251			9			1,283			14			32			3

Cost of other operations		2,758			21			2,526			27			(232	)		(8	)
Selling and marketing expenses		3,349			25			3,280			35			(69	)		(2	)
Segment general and administrative expenses ⁽²⁾		3,559			27			7,191			76			3,632			102

Segment operating loss	$	(6,083	)		(46	)%	$	(37,198	)		(393	)%	$	(31,115	)		(512	)%


	(1)	During the three and nine months ended September 30, 2010, we incurred non-cash impairment charges of $20.8 million and $26.4 million, respectively, associated with the write down of Bluegreen Communities inventory. During the three and nine months ended September 30, 2009, non-cash inventory impairment charges were $1.6 million and $2.3 million, respectively.

	(2)	General and administrative expenses attributable to corporate overhead have been excluded from the tables. Corporate general and administrative expenses (excluding mortgage operations) totaled $13.4 million and $8.8 million for the three months ended September 30, 2009 and 2010, respectively. Corporate general and administrative expenses (excluding mortgage operations) totaled $35.9 million and $32.8 million for the nine months ended September 30, 2009 and 2010, respectively. (See Corporate General and Administrative Expenses below for further discussion).

The table below sets forth the number of homesites sold by Bluegreen Communities and the average sales price per homesite for the periods indicated, excluding sales of bulk parcels, and before giving effect to the percentage-of-completion method of accounting:


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2009		2010		2009		2010

Number of homesites sold		76		46		202		175
Average sales price per homesite	$	54,356	$	62,554	$	54,938	$	60,063

Sales at Bluegreen Communities have been, and continue to be, adversely impacted by the weakening of the economy in general and the deterioration of the real estate markets, in particular. We have experienced continued low demand, especially for our higher priced premium homesites. In response to the deterioration in the real estate markets and in order to stay competitive in certain markets where our competitors have in certain communities aggressively reduced prices, we have significantly reduced prices on completed homesites. In addition, during 2009, we substantially sold out of certain of our communities which also contributed to the decrease in sales in both periods of 2010. The changes in our average sales price per homesite during the three and nine months ended September 30, 2010, compared to the same period in 2009 reflect changes in the mix of homesites sold during the respective periods.

Bluegreen Communities’ sales during the three and nine months ended September 30, 2009, were increased by $2.4 million and $2.2 million, respectively, as a result of the recognition of revenue previously deferred under the percentage-of-completion method of accounting. Bluegreen Communities’ sales were reduced by $0.3 million and $0.8 million during the three and nine months ended September 30, 2010, respectively, as a result of the application of the percentage-of-completion method of accounting. Excluding the impact of percentage-of-completion method of accounting, Bluegreen Communities sales for the three and nine months ended September 30, 2010 decreased by 33% and 6%, respectively, compared to the same periods of 2009.

Our Bluegreen Communities homesite inventory consists of substantially completed homesites held for sale and land held for the development of additional homesites in the future. As a result of our continued depressed sales volume, reduced prices, and the impact of current sales levels on the forecasted sell-out period of our projects, during the three and nine months ended September 30, 2010, we recorded non-cash charges to cost of real estate sales of approximately $20.8 million and $26.4 million, respectively, to write-down the carrying amount of certain phases of our properties to their estimated fair value, less costs to sell, if applicable. During the three and nine months ended September 30, 2009, these non-cash impairment charges were $1.6 million and $2.3 million, respectively. We calculated the estimated fair value less costs to sell of these properties based on our analysis of their estimated future cash flows, discounted at rates commensurate with the inherent risk. We estimated future cash flows based upon what we believe to be market participants’ expectations of future performance, given current and projected forecasts of the economy and real estate markets in general as well as the forecasted sell-out periods for each community. We evaluate the carrying value of our Bluegreen Communities inventory (carrying value was $112.0 million as of September 30, 2010) based upon our current intention to develop and sell such inventory as retail homesites. Based on the sales prices currently being realized on our homesites and our forecasts of sales pace, we believe that our Bluegreen Communities’ inventory carrying value is appropriate. Should the adverse conditions in the real estate markets where we operate in continue longer than we have forecast or deteriorate further, or if our performance does not otherwise meet our expectations, additional charges may be recorded. Further, as we have from time to time, we currently are undertaking a comprehensive evaluation of our overall Bluegreen Communities strategy. In the event we decide to materially change our strategy, the carrying value of our Communities inventory would be reevaluated and could result in additional material impairment charges.

In addition to the inventory charges described above, during the three and nine months ended September 30, 2010, Bluegreen Communities’ gross margins were negatively impacted by additional reductions in sales prices of certain completed homesites. Variations in cost structures and the market pricing of homesites available for sale as well as the opening of phases of projects, which include premium homesites (e.g., water frontage, preferred views, larger acreage homesites, etc.), also impact the gross margin of Bluegreen Communities from period to period. These factors, as well as the impact of percentage-of-completion accounting and the impact of sales of homesites the carrying values of which were previously written-down, will cause variations in gross margins between periods.

Other operations of our Bluegreen Communities business historically included the operation of several daily fee golf courses, as well as realty resale operations at several of our residential land communities. On December 30, 2009, we sold four of our golf courses located in North Carolina and Virginia and have reported the operating results of the these golf courses as discontinued operations. We continue to own and operate two golf courses.

Our golf course operations periodically incur higher losses during periods of low level of play, especially during the winter months, as a result of fixed operating expenses and maintenance costs. Also, our two remaining golf courses are still in their early years of operations and are located within relatively new communities. We believe that the operating results of these courses may improve as individuals who have purchased homesites in the communities in which these courses are located build their homes and begin living in the community, as this should increase the amount of play on our golf courses. However, there is no assurance that such improvements will be achieved.

During 2010 we have continued to focus our marketing efforts on internet and regionally based advertising. While we believe this focus will lead to an increase in interest in our properties, we continue to experience relatively lower sales conversion rates. Bluegreen Communities’ total selling and marketing expenses during the three and nine months ended September 30, 2010, remained consistent with the expenses incurred during the same periods in 2009. As a percentage of sales, selling and marketing expenses increased from 15% during the three months ended September 30, 2009 to 33% during the three months ended September 30, 2010 and increased from 25% during the nine months ended September 30, 2009, to 35% during the nine months ended September 30, 2010. The increase in selling and marketing expenses as a percentage of sales in both periods of 2010, compared to the same periods in 2009, is the result of lower sales in 2010.

Bluegreen Communities’ general and administrative expenses increased during the three and nine months ended September 30, 2010, as compared to the same periods in 2009. The increases in both periods of 2010 are primarily the result of increased costs to settle litigation and a higher proportion of real estate taxes being expensed as incurred rather than capitalized into inventory due to reduced construction and development spending compared to prior periods.

We have recently created a real estate advisory services business and intend to pursue possible opportunities to use our core competencies to provide asset management, market research, and other real estate consulting services to third parties on a fee basis. However, there is no assurance that we will be successful in doing so.

As of September 30, 2010, Bluegreen Communities had $1.2 million of sales and $0.5 million of segment operating profit deferred under percentage-of-completion accounting. As of December 31, 2009, Bluegreen Communities had $0.5 million of sales and $0.2 million of segment operating profit deferred under percentage-of-completion accounting.

Finance Operations

As of September 30, 2010, our finance operations included the excess interest spread earned on $739.5 million of notes receivable. This amount reflects the consolidation of notes receivable held by seven of our special purpose finance entities that occurred on January 1, 2010, that were previously not consolidated by us in accordance with then-prevailing generally accepted accounting principles (see Note 2 in Notes to Condensed Consolidated Financial Statements for additional information).

Profit from Notes Receivable Portfolio and Mortgage Servicing Operations. The following table details the sources of income and related expenses associated with our notes receivable portfolio (in thousands):


	For the Three Months Ended September 30,				For the Nine Months Ended September 30,

	2009		2010		2009		2010

Interest Income:
VOI notes receivable:
Non-securitized	$	6,820	$	6,754	$	20,029	$	19,353
Securitized		5,749		19,656		17,710		61,393
Retained interest in notes receivable sold		4,121		—		14,999		—
Other		55		51		195		132

Total interest income		16,745		26,461		52,933		80,878

Servicing Fee Income:
Securitized notes receivable		1,841		—		5,839		—
Fee-based services		—		58		—		104

Total income		18,586		26,519		58,772		80,982

Interest Expense:
Receivable-backed notes payable:
Non-recourse		2,196		8,597		3,536		28,118
Recourse		1,180		1,711		4,369		4,282

Total interest expense on receivable-backed notes payable		3,376		10,308		7,905		32,400
Cost of mortgage servicing operations		707		664		1,810		1,852

Total expenses		4,083		10,972		9,715		34,252

Pre-tax profit on notes receivable portfolio and mortgage servicing operations	$	14,503	$	15,547	$	49,057	$	46,730

The increase in total interest income on notes receivable during the three and nine months ended September 30, 2010, as compared to the same periods in 2009, reflects a higher average balance of our vacation ownership notes receivable and to a lesser extent, higher interest rates charged on timeshare loans originated after December 15, 2008. As discussed above, the average balances of our notes receivable increased during the three and nine months ended September 30, 2010, as a result of the consolidation of notes receivable held by seven of our special purpose finance entities. Accounting rules previously required that the assets and liabilities of these special purpose finance entities be treated off-balance-sheet. Accordingly, we previously did not recognize interest income on such notes receivable, but instead recognized interest income through the accretion of interest on our retained interests in the notes held by these entities.

Mortgage Servicing Operations. Our mortgage servicing operations include processing payments, and collection of notes receivable owned by us, as well as collecting payments on notes receivable owned by third parties. In addition, our mortgage servicing operations facilitate the monetization of our VOI notes receivable through our various credit facilities, as well as perform monthly reporting activities for our lenders and receivable investors. Prior to the adoption of ASU 2009-17 on January 1, 2010, we recognized servicing fee income for providing mortgage servicing for notes receivable that had been sold to off-balance-sheet special purpose finance entities and for providing loan services to other third-party portfolio owners, on a cash-fee basis. Effective January 1, 2010, we ceased recognizing servicing fee income for providing mortgage servicing to our special purpose finance entities as such entities are now consolidated by us (see Note 2 of the Notes to Condensed Consolidated Financial Statements for additional information). While we still receive mortgage servicing fees for servicing our securitized notes receivable, those amounts are now accounted for as a component of interest income.

During the three and nine months ended September 30, 2010, servicing fee income represented mortgage servicing fees earned on behalf of a third-party lender in connection with one of our fee-based services arrangements. As of September 30, 2010, the total amount of notes receivable serviced by us under this arrangement was $20.4 million.

Interest Expense. Interest expense on receivable-backed notes payable was $3.4 million and $10.3 million for the three months ended September 30, 2009 and 2010, respectively. Interest expense on receivable-backed notes payable was $7.9 million and $32.4 million for the nine months ended September 30, 2009 and 2010, respectively. The increase in the 2010 periods reflects a higher average debt balance due to the recognition of approximately $411.4 million of non-recourse receivable-backed debt as a result of the consolidation of seven of our special purpose finance entities as of January 1, 2010.

Our other interest expense, which is mainly comprised of interest on lines of credit and notes payable and our subordinated debentures, was $7.1 million and $6.0 million for the three months ended September 30, 2009 and 2010, respectively, and $18.0 million and $17.4 million for the nine months ended September 30, 2009 and 2010, respectively. Other interest expense decreased during the 2010 periods as compared to the same periods in 2009 due to a lower average debt balance as a result of the repayment of our lines-of-credit and notes payable and lower interest rates on our junior subordinated debentures, which represent securities issued by Bluegreen Statutory Trust (“BST”). On March 30, 2010, the interest rates on the securities issued by BST I contractually changed from a fixed-rate of 9.160% to a variable rate equal to the 3-month LIBOR + 4.90% (5.19% as of September 30, 2010). On July 30, 2010, the interest rate on the securities issued by BST II and BST III contractually changed from a fixed-rate of 9.158% and 9.193%, respectively, to in each case a variable rate equal to the 3-month LIBOR + 4.85% (5.14% as of September 30, 2010). The impact of the decreased BST interest rates described above was partly offset by higher interest rates on certain extensions to existing debt agreements.

insignificant for the three and nine months ended September 30, 2010, due to a lower level of construction and development spending in 2010.

Our effective cost of borrowing was 5.4% and 6.6% for the nine months ended September 30, 2009 and 2010, respectively.

Corporate General and Administrative Expenses

Our corporate general and administrative expenses consist primarily of expenses associated with administering the various support functions at our corporate headquarters, including accounting, human resources, information technology, treasury, and legal. Overall corporate and general administrative costs may fluctuate between periods for various reasons, including but not limited to the timing of professional services and litigation expenses. In addition, consistent with our prior segment reporting treatment, changes in the payroll accrual between reporting periods for the entire company are recorded as corporate general and administrative expense. Corporate general and administrative expenses, excluding mortgage servicing operations, were $13.4 million and $8.8 million for the three months ended September 30, 2009 and 2010, respectively, a 34% decrease. Corporate general and administrative expenses, excluding mortgage servicing operations, were $35.9 million and $32.8 million for the nine months ended September 30, 2009 and 2010, respectively, a 9% decrease. The decrease in both periods of 2010 compared to 2009 primarily relates to lower corporate office depreciation expense, decreased litigation costs, and reduced equity-based compensation expense as we had higher than expected forfeitures on certain stock grants and have not yet granted any shares or options to our non-employee directors in 2010. Director compensation including equity compensation is generally granted following our Annual Shareholders Meeting. Our 2010 Annual Meeting of Shareholders has been scheduled for December 15, 2010.

In addition to the changes described above, during the three and nine months ended September 30, 2009, we incurred expenses relating to strategic consulting services provided to us, which were not incurred in the comparable 2010 periods.

For a discussion of field selling, general and administrative expenses, see Sales and Field Operations above.

Discontinued Operations. During the fourth quarter of 2009, we sold four of our golf courses located in North Carolina and Virginia. The operating results of these golf courses are presented as discontinued operations and consist of the following:


	Three Months ended September 30, 2009			Nine Months ended September 30, 2009


Golf operations revenue	$	1,770		$	4,952
Cost of operations		2,085			5,129

Loss from discontinued operations before benefit for income taxes		(315	)		(177	)

B enefit for income taxes		(111	)		(62	)

Loss from discontinued operations	$	(204	)	$	(115	)

Other Income (Expense), Net. Other income, net was $0.7 million for the three months ended September 30, 2009, as compared to other expense, net of $2.0 million for the three months ended September 30, 2010. Other income, net was $2.0 million for the nine months ended September 30, 2009, as compared to other expense, net of $2.4 million for the nine months ended September 30, 2010. Other expense, net incurred during both periods in 2010 includes a $1.6 million non-cash impairment charge related to a write-down of one of our assets to be disposed of by sale and $0.7 million in costs incurred in connection with pursuing alternative liquidity sources. Other income, net for the nine month period ended September 30, 2009, includes the benefit of approximately $0.7 million realized in connection with the successful termination of certain of our 2008 restructuring-related lease obligations for an amount lower than previously recognized.

Non-controlling Interest in Income of Consolidated Subsidiary. We include the results of operations and financial position of Bluegreen/Big Cedar Vacations, LLC, our 51%-owned subsidiary, in our consolidated financial statements (See Note 1 of the Notes to Consolidated Financial Statements for further information). The non-controlling interest in income of consolidated subsidiary is the portion of our consolidated pre-tax income that is attributable to Big Cedar, LLC, the unaffiliated 49% interest holder in Bluegreen/Big Cedar Vacations, LLC. Non-controlling interest in income of consolidated subsidiary was $2.6 million and $3.2 million for the three months ended September 30, 2009 and 2010, respectively. Non-controlling interest in income of consolidated subsidiary was $5.4 million and $6.1 million for the nine months ended September 30, 2009 and 2010, respectively.

Provision for Income Taxes. Our effective income tax rate was approximately 43% and 39% during the nine months ended September 30, 2009 and 2010, respectively. Our quarterly effective income tax rates are based upon our current estimated annual effective rate. Our annual effective income tax rate varies based upon the amount of our taxable earnings and the allocation of those earnings amongst the various states in which we operate.

Our provision for income tax for the nine months ended September 30, 2009, includes a one-time benefit of $4.6 million for an adjustment to deferred income taxes. During the second quarter of 2009, we exercised our servicer option relating to the 2002 Term Securitization, which resulted in the full redemption of all classes of notes. Since the ability to exercise this option became available to us earlier than originally anticipated, certain adjustments to projected timing differences were recorded, resulting in a reduction to our income tax provision. The effective tax rate disclosed above of 43% for the nine months ended September 30, 2009, excludes this one-time benefit.

Net Income (Loss). Our net income was $3.9 million and $14.3 million during the three and nine months ended September 30, 2009, respectively. Our net loss was $16.7 million and $20.3 million during the three and nine months ended September 30, 2010, respectively.

Changes in Financial Condition

The following table summarizes our cash flows for the nine months ended September 30, 2009 and 2010 (in thousands):


	For the Nine Months Ended September 30,

	2009			2010


Cash flows provided by operating activities	$	1,283		$	125,750
Cash flows provided by (used in) investing activities		25,534			(2,367	)
Cash flows used in financing activities		(32,338	)		(107,977	)

Net (decrease) increase in cash and cash equivalents	$	(5,521	)	$	15,406

Cash Flows from Operating Activities. We generated $125.8 million of cash from our operating activities during the nine months ended September 30, 2010, as compared to $1.3 million of cash generated during the same period in 2009. The increase in cash flows from operating activities during the 2010 period was primarily a result of our consolidation of assets, liabilities, and operations of seven of our special purpose finance entities upon our adoption of ASU 2009-17 on January 1, 2010 which resulted in changes to our cash flow statement in the form of additional cash receipts from securitized notes receivable now being included in operating cash flows. Previously, these special purpose finance entities were not consolidated and the net cash flow associated with their operations (which consist of collecting principal and interest payments on notes receivable and making interest and debt repayments) was recorded as a component of investing activities as cash received from retained interests. The increase in cash flows from operating activities also was the result of significantly lower development spending, our successful efforts to receive larger down payments on our sales and generate a higher percentage of cash VOI sales, and increased revenues related to our fee-based operations which are substantially on a cash basis.

Cash Flows from Investing Activities. We used $2.4 million of cash in our investing activities during the nine months ended September 30, 2010, as compared to $25.5 million of cash generated during the same period in 2009. The decrease in cash flows from investing activities during 2010 was primarily the result of the required reclassification of cash received from retained interests in notes receivable sold as a result of the adoption of ASU 2009-17 (as discussed above in Cash Flows From Operating Activities ) compared to amounts received in the 2009 period. Additionally, during the first nine months of 2010 we reduced our spending for property and equipment, as compared to the same period in 2009.

Cash Flows from Financing Activities. We used $108.0 million of cash in our financing activities during the nine months ended September 30, 2010, as compared to $32.3 million of cash used during the same period in 2009. The increase in the cash used in financing activities during 2010 was related to net repayments (i.e., borrowings net of repayments) of $61.1 million related to our debt collateralized by notes receivable during the nine months ended September 30, 2010, compared to net repayments of $6.5 million during the same period in 2009. The net repayments of notes receivable-backed debt in 2010 primarily reflects the consolidation of securitization debt as a result of adopting ASU 2009-17. The securitization debt is repaid as mortgage payments are received on the notes receivable that serve as collateral for the debt. In addition, we repaid $38.5 million under our lines-of-credit and notes payable during the nine months ended September 30, 2010, compared to net repayments of $20.9 million in the same period in 2009. For

additional information on the availability of cash from our existing credit facilities as well as our repayment obligations, see Liquidity and Capital Resources below.

Liquidity and Capital Resources

Our primary sources of funds from internal operations are: (i) cash sales, (ii) down payments on homesite and VOI sales which are financed, (iii) proceeds from the sale of, or borrowings collateralized by, notes receivable, including cash received from our residual interests in such transactions, (iv) cash from our finance operations, including principal and interest payments received on the purchase money mortgage loans arising from sales of VOIs and homesites and mortgage servicing fees, and (v) net cash generated from our sales and marketing fee-based services and other resort fee-based services, including our resorts management operations, and other communities operations.

Sales of VOIs accounted for 92% of our consolidated sales during the nine months ended September 30, 2010. As a result of strategic initiatives implemented in the fourth quarter of 2008, we have realized higher down payments and a higher percentage of cash sales with our VOI customers compared to prior years. Including down payments received on financed sales, 49% of our VOI sales were received in cash within approximately 30 days from contract.

Historically, our business model has depended on the availability of credit in the commercial markets. VOI sales are generally dependent upon us providing financing to our buyers. Our ability to sell and/or borrow against our notes receivable from VOI buyers is a critical factor in our continued liquidity. When we sell VOIs, a financed buyer is only required to pay a minimum of 10% to 20% of the purchase price in cash at the time of sale; however, selling, marketing, and administrative expenses attributable to the sale are primarily cash expenses that generally exceed the buyer’s minimum required down-payment. Accordingly, having financing facilities available for the hypothecation, sale, or transfer of these vacation ownership receivables is a critical factor in our ability to meet our short and long-term cash needs. Historically, we have relied on our ability to sell receivables in the term securitization market in order to generate liquidity and create capacity in our receivable facilities. In addition, maintaining adequate VOI inventory to sell and pursue growth into new markets has historically required us to incur debt for the acquisition, construction and development of new resorts. Bluegreen Communities has also historically incurred debt for the acquisition and development of its residential land communities.

In the fourth quarter of 2008, we implemented certain strategic initiatives with a view to better position our operations in light of the downturn in the commercial credit markets. As a result of these and other initiatives, our post-2008 VOI sales levels are materially lower than those which we historically realized. We intend to continue to monitor our operating results as well as the external environment in order to attempt to adjust our business to existing conditions. The ongoing goals of our strategic initiatives are designed to conserve cash and enhance our financial position, to the extent possible by:


	•	Maintaining a significantly reduced sales level (compared to 2008 levels) of Bluegreen VOIs by Bluegreen Resorts business in an effort to match our sales pace of Bluegreen VOIs to our liquidity and known receivable capacity;

	•	Emphasizing cash-based business in our sales, resort management and finance operations, with particular focus on growing our less capital intensive fee-based service business;

	•	Minimizing the cash requirements of Bluegreen Communities;

	•	Maintaining reduced levels of overhead and continuing to seek increasing efficiency;

	•	Minimizing capital spending;

	•	Working with our lenders to renew, extend, or refinance our credit facilities;

	•	Maintaining compliance under our outstanding indebtedness; and

	•	Continuing to provide what we believe is a high level of quality vacation experiences and customer service to our VOI owners.

While we believe that we have realized initial success with our strategic initiatives, there is no assurance that we will be successful in achieving our goals.

While the vacation ownership business has historically been capital intensive, one of our principal goals in the current environment is to utilize our sales and marketing, mortgage servicing, fee-based management services, title and construction expertise to pursue fee-based-service business relationships that require minimal up-front capital investment and have the potential to produce strong cash flows for us.

The advance periods of our receivable-backed credit facilities expire within the next year. We intend to continue our efforts to renew and extend the advance periods under certain of our existing receivable-backed credit facilities, to seek additional similar credit facilities and to pursue transactions in the securitization market, and we believe that the implementation of our strategic initiatives has better positioned us to address these matters with our existing and future lenders; however, there is no assurance that our efforts will be successful, in which case, our liquidity would be significantly adversely impacted. Further, while we may seek to raise additional debt or equity financing in the future to fund operations or repay outstanding debt, there is no assurance that such financing will be available to us on favorable terms or at all. In light of the current trading price of our common stock, financing involving the issuance of our common stock or securities convertible into our common stock would be highly dilutive to our existing shareholders.

Our levels of debt and debt service requirements have several important effects on our operations, including the following: (i) our significant cash requirements to service debt reduces the funds available for operations and future business opportunities and increases our vulnerability to adverse economic and industry conditions, as well as conditions in the credit markets, generally; (ii) our leverage position increases our vulnerability to economic and competitive pressures; (iii) the financial covenants and other restrictions contained in indentures, credit agreements and other agreements relating to our indebtedness require us to meet certain financial tests and restrict our ability to, among other things, borrow additional funds, dispose of assets, make investments, or pay cash dividends on or repurchase common stock; and (iv) our leverage position may limit funds available for working capital, capital expenditures, acquisitions and general corporate purposes. Certain of our competitors operate on a less leveraged basis and have greater operating and financial flexibility than we do.

Credit Facilities

The following is a discussion of our material purchase and credit facilities, including those that were important sources of our liquidity as of September 30, 2010. These facilities do not constitute all of our outstanding indebtedness as of September 30, 2010. Our other indebtedness includes outstanding junior subordinated debentures, borrowings collateralized by real estate inventories that were not incurred pursuant to a significant credit facility, and capital leases.

Credit Facilities for Bluegreen Receivables with Future Availability

We maintain various credit facilities with financial institutions that provide receivable financing for our operations. We had the following credit facilities with future availability as of September 30, 2010 (in thousands):


	Revolving Borrowing Limit		Outstanding Balance as of September 30, 2010		Availability as of September 30, 2010		Advance Period Expiration; Borrowing Maturity		Borrowing Rate; Rate as of September 30, 2010


BB&T Purchase Facility ⁽¹⁾	$	125,000	$	93,462	$	31,538		Aug. 31, 2011; September 5, 2023		Prime + 3.50%; 6.75%
Liberty Bank Facility ⁽¹⁾		75,000		71,582		3,418		Nov. 26, 2010; Aug. 27, 2014		Prime +2.25%; 6.50% ⁽²⁾

	$	200,000	$	165,044	$	34,956


	(1)	Facility is revolving during the advance period, providing additional availability as the facility is paid down, subject to eligible collateral and applicable terms and conditions.

	(2)	Interest charged on this facility is variable, subject to a floor of 6.5%.

BB&T Purchase Facility. On September 2, 2010, the BB&T Purchase Facility was amended and restated, 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. 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.

While ownership of the receivables is transferred for legal purposes, the transfers of receivables under the facility are accounted for as secured borrowings. Accordingly, the receivables are reflected as assets and the associated obligations are reflected as liabilities on our balance sheet. The BB&T Purchase Facility is nonrecourse and is not guaranteed by us.

As of September 30, 2010, the outstanding balance on the BB&T Purchase Facility was 77.9% of the associated collateral. We will continue to equally share with BB&T in the excess cash flows generated by the receivables sold, after customary payments of fees, interest and principal, until the outstanding balance reduces to 67.5% of the existing receivables as the outstanding balance amortizes at which point we will receive 100% of the excess cash flow. During the nine months ended September 30, 2010, we pledged $16.5 of VOI notes receivable under the facility and received cash proceeds of $11.2 million.

On September 2, 2010, we repaid $24.3 million of the outstanding balance under the BB&T Purchase Facility with the proceeds generated from the sale of the notes in connection with the Legacy Securitization transaction described below. During the nine months ended September 30, 2010, we repaid a total of $49.0 million on the facility.

The outstanding balance and availability under the BB&T Purchase Facility as of September 30, 2010 is approximately $93.5 million and $31.5 million, respectively.

On October 27, 2010, we pledged $5.3 million of VOI notes receivable to this facility and received cash proceeds of $3.5 million. Subsequent to this borrowing, and based on subsequent repayments, we had $32.3 million in availability under this facility as of November 5, 2010.

Liberty Bank Facility . We have a $75.0 million revolving timeshare receivables hypothecation facility with a syndicate of lenders led by Liberty Bank and assembled by Wellington Financial. The facility provides for a 90% advance on eligible receivables pledged under the facility. Amounts borrowed under the facility and interest incurred will be repaid as cash is collected on the pledged receivables, with the remaining balance, if any, due on August 27, 2014.

On September 27, 2010, this facility was amended to reinstate and extend the revolving advance period to November 26, 2010. Additionally, through November 26, 2010, the interest rate on amounts outstanding under the facility increased from one-month London Interbank Offered Rate (LIBOR) plus 2.5%, subject to a floor of 5.75%, to the Prime Rate plus 2.25%, subject to a floor of 6.5% (6.5% as of September 30, 2010). We are currently in discussions with Liberty Bank regarding the extension of the advance period under this facility for an additional two years but there is no assurance that such extension will be obtained on favorable terms, if at all. If the advance period is not further extended by November 26, 2010, the interest rate charged on outstanding amounts will revert back to one-month LIBOR plus 2.5%, subject to a floor of 5.75%.

During the nine months ended September 30, 2010, we pledged $27.6 million of VOI notes receivable to this facility and received cash proceeds of $26.9 million. We also repaid $14.3 million on the facility during the first nine months of 2010.

The outstanding balance and availability under the Liberty Bank Facility as of September 30, 2010 is approximately $71.6 million and $3.4 million, respectively. As the facility is revolving, availability under the facility increases up to the $75.0 million facility limit as cash is received on the VOI notes receivable collateralized under the facility and Liberty Bank is repaid through the expiration of the advance period, pursuant to the terms of the facility.

Other Outstanding Receivable-Backed Notes Payable

We have outstanding obligations under various receivable-backed credit facilities that have no remaining future availability as the advance periods have expired. We had the following outstanding balances under such credit facilities as of September 30, 2010 (in thousands):


	Balance as of September 30, 2010			Borrowing Maturity		Borrowing Rate; Rate as of September 30, 2010


GE Bluegreen/Big Cedar Facility	$	25,964			April 16, 2016		30 day LIBOR+1.75%; 2.01%

Wells Fargo Facility		3,740			December 31, 2010		Prime + 0.50%; 4.00% ⁽¹⁾

RFA Receivables Facility		3,637			February 15, 2015		30 day LIBOR+4.00%; 4.26%

NBA Receivables Facility		20,000			September 30, 2017		30 day LIBOR + 5.25%; 6.75%

Legacy Securitization		24,375	⁽²⁾		September 2, 2025		12% ⁽²⁾

Non-recourse Securitization Debt		350,488			Varies		Varies


	$	428,204


	(1)	Interest charged on this facility is variable and is subject to a 4.00% floor.

	(2)	Legacy Securitization debt bears interest at a coupon rate of 12% and was issued at a discount resulting in an effective yield of 18.5%. The associated debt balance is presented net of the discount of $2.7 million.

GE Bluegreen/Big Cedar Facility. In April 2007, the Bluegreen/Big Cedar Joint Venture entered into a $45.0 million revolving VOI receivables credit facility with GE (the “GE Bluegreen/Big Cedar Receivables Facility”). Bluegreen Corporation has guaranteed the full payment and performance of the Bluegreen/Big Cedar Joint Venture in connection with the GE Bluegreen/Big Cedar Receivables Facility. The advance period under this facility expired on April 16, 2009, and all outstanding borrowings are scheduled to mature no later than April 16, 2016. The facility includes affirmative, negative and financial covenants and events of default. All principal and interest payments received on pledged receivables are applied to principal and interest due under the facility. During the nine months ended September 30 2010, we repaid $6.9 million on this facility.

Wells Fargo Facility. We have a credit facility with Wells Fargo Capital Finance, LLC (“Wells Fargo”). Historically, we primarily used this facility for borrowings collateralized by the pledge of certain VOI receivables which typically have been our one-year term receivables. The borrowing period for advances on eligible receivables expired on December 31, 2009, and all borrowings are scheduled to mature on December 31, 2010. The interest rate charged on outstanding receivable borrowings under the facility is the greater of 4.00% or the Prime Rate plus 0.50%. All principal and interest payments received on pledged receivables are applied to principal and interest due under the facility. During the nine months ended September 30, 2010, we repaid $10.7 million on this facility.

NBA Receivables Facility. On September 30, 2010, Bluegreen/Big Cedar Joint Venture entered into a $20.0 million timeshare receivables hypothecation facility with National Bank of Arizona (“NBA”). Bluegreen Corporation has guaranteed the full payment and performance of Bluegreen/Big Cedar Joint Venture in connection with this facility. The facility provided for an 85% advance on $23.5 million of eligible receivables, all of which were pledged under the facility at closing, subject to terms and conditions which we believe to be customary for facilities of this type. All principal and interest payments received on pledged receivables are applied to principal and interest due under the facility, with the remaining balance due in September 2017. Indebtedness under this facility bears interest at the 30-day LIBOR plus 5.25%, subject to a floor of 6.75% (6.75% as of September 30, 2010).

Legacy Securitization. On September 2, 2010, we completed a securitization transaction of the lowest FICO®-score loans previously financed in the BB&T Purchase Facility. Substantially all of the timeshare receivables included in this transaction were generated prior to December 15, 2008, the date that Bluegreen implemented its FICO® score-based credit underwriting program, and had FICO® scores below 600.

In this private placement transaction, BXG Legacy 2010 LLC, a wholly-owned special purpose subsidiary of Bluegreen, issued $27.0 million of notes payable secured by a portfolio of timeshare receivables totaling $36.1 million (the “Legacy Securitization”). While the notes payable have a coupon rate of 12%, they were sold at a $2.7 million discount to yield an effective rate of 18.5%. The notes payable generated gross proceeds to Bluegreen of $24.3 million (before fees and customary reserves and expenses), which was used to repay a portion of the outstanding balance under the BB&T Purchase Facility.

Receivable-Backed Notes Payable Previously Reported as Off-Balance-Sheet – Non-Recourse Securitization Debt

See Note 5 of our Notes to Condensed Consolidated Financial Statements for information related to the debt obligations that were previously reported off-balance-sheet.

Other Effective Receivable Capacity. Pursuant to the terms of certain of our prior term securitizations and similar type transactions, we have the ability to substitute new eligible VOI notes receivable into such facilities in the event receivables that were previously sold in such transactions default or are the subject of an owner upgrade transaction, subject to certain limitations. These substitutions result in us receiving additional cash through the monthly distribution on our retained interest in notes receivable sold. We intend to continue to use this receivable capacity, to the extent possible under the terms and conditions of the applicable facilities.

Credit Facilities for Bluegreen Inventories without Existing Future Availability

We have outstanding obligations under various credit facilities and other notes payable collateralized by our Resorts or Communities inventories. As of September 30, 2010, these included the following significant items (in thousands):


	Balance as of September 30, 2010		Borrowing Maturity ⁽¹⁾		Borrowing Rate; Rate as of September 30, 2010


RFA AD&C Facility	$	63,861		Varies by loan ⁽²⁾		30 day LIBOR+4.50%; 4.76%

H4BG Communities Facility		33,117		December 31, 2012		Prime + 2.00%; 10.00%

Textron AD&C Loans		10,699		Varies by loan ⁽²⁾		Prime + 1.25 - 1.50%; 4.50% – 4.75%

Wells Fargo Term Loan		33,576		April 30, 2012		30 day LIBOR + 6.87%; 7.13%

	$	141,253


	(1)	Repayment of the outstanding amount is effected through release payments as the related collateral is sold, subject to periodic minimum required amortization between September 30, 2010 and maturity.

	(2)	The maturity dates for this facility vary by loan as discussed below.

RFA AD&C Facility . In September 2010, GMAC assigned all rights, title, and interest in the GMAC AD&C Facility to Resort Finance America, LLC (“RFA”). This assignment did not affect any of the material financial terms of the loan agreement . This facility was used to finance the acquisition and development of certain of our resorts and currently has two outstanding project loans. The maturity date for the project loan collateralized by our Bluegreen Club 36 ^TM resort in Las Vegas, Nevada (the “Club 36 Loan”) is June 30, 2012. Approximately $61.4 million was outstanding on this

loan as of September 30, 2010. The maturity date for the project loan collateralized by our Fountains resort in Orlando, Florida (the “Fountains Loans”) is March 31, 2011. Approximately $2.5 million was outstanding on this loan as of September 30, 2010. Principal payments are effected through agreed-upon release prices as timeshare interests in the resorts collateralizing the RFA AD&C Facility are sold, subject to periodic minimum required amortization on the Club 36 Loan and the Fountains Loans. As of September 30, 2010, we had no availability under this facility. During the nine months ended September 30, 2010, we repaid $23.6 million on this facility.

H4BG Communities Facility. We have an outstanding balance under the “H4BG Communities Facility, historically used to finance our Bluegreen Communities real estate acquisitions and development activities. The H4BG Communities Facility is secured by the real property homesites (and personal property related thereto) at the following Bluegreen Communities projects (the “Secured Projects”): Havenwood at Hunter’s Crossing (New Braunfels, Texas); The Bridges at Preston Crossings (Grayson County, Texas); King Oaks (College Station, Texas); Vintage Oaks at the Vineyard (New Braunfels, Texas); and Sanctuary Cove at St. Andrews Sound (Waverly, Georgia). In addition, the H4BG Communities Facility is secured by our golf courses: The Bridges at Preston Crossings (Grayson County, Texas) and Sanctuary Cove (Waverly, Georgia).

Principal payments are effected through agreed-upon release prices as real estate collateralizing the H4BG Communities Facility is sold, subject to minimum required amortization. The interest rate on the H4BG Communities Facility is the Prime Rate plus 2%, subject to the following floors: (1) 10% until the balance of the loan is reduced to $32.6 million, (2) 8% until the balance of the loan is less than or equal to $20 million, and (3) 6% thereafter. During the nine months ended September 30, 2010, we repaid $5.4 million on this facility.

Textron AD&C Loans . We have two acquisition loans with Textron Financial Corporation (“Textron”) with no future borrowing capacity. The loan used to acquire and develop our Odyssey Dells resort in Wisconsin Dells, Wisconsin (the “Odyssey Loan”) had an outstanding balance as of September 30, 2010 of approximately $5.0 million. We pay Textron principal payments as we sell timeshare interests that collateralize the Odyssey Loan, subject to periodic minimum required principal amortization. The final maturity of outstanding borrowings under the Odyssey Loan is December 31, 2011.

The outstanding balance on the loan used to acquire our Atlantic Palace Resort in Atlantic City, New Jersey (the “Atlantic Palace Loan”) was $5.7 million as of September 30, 2010. We pay Textron principal payments as we sell timeshare interests that collateralize the Atlantic Palace Loan, subject to periodic minimum required principal amortization. The final maturity of outstanding borrowings under the Atlantic Palace Loan is April 30, 2013.

During the nine months ended September 30, 2010, we repaid a total of $2.1 million to Textron under these loans.

Wells Fargo Term Loan. On April 30, 2010, we entered into a definitive agreement with Wells Fargo, which amended, restated and consolidated our notes payable to Wachovia and the line-of-credit issued by Wachovia into a single term loan with Wells Fargo (the “Wells Fargo Term Loan”). The notes payable and line-of-credit which were consolidated into the Wells Fargo Term Loan had a total outstanding balance of $36.4 million as of April 30, 2010. In connection with the closing of the Wells Fargo Term Loan, we made a principal payment of $0.4 million, reducing the balance to $36.0 million, and paid accrued interest on the then-existing Wachovia debt. Principal payments are effected through agreed-upon release prices as real estate collateralizing the Wells Fargo Term Loan is sold, subject to minimum remaining required amortization as of September 30, 2010, of $2.8 million in 2010, $10.6 million in 2011 and $20.2 million in 2012. In addition to the resort projects previously pledged as collateral for the various notes payable to Wachovia, we pledged additional timeshare interests, resorts real estate, and the residual interests in certain of our sold VOI notes receivable as collateral for the Wells Fargo Term Loan. Wells Fargo has the right to receive, as additional collateral, the residual interest in one future transaction which creates such a retained interest. The Wells Fargo Term Loan bears interest at the 30-day LIBOR plus 6.87% (7.13% as of September 30, 2010).

During the nine months ended September 30, 2010, we repaid $2.8 million on this facility.

Commitments

Our material commitments as of September 30, 2010 included the required payments due on our receivable-backed debt, lines-of-credit and other notes payable, commitments to complete our Bluegreen Resorts and Communities projects based on our sales contracts with customers and commitments under noncancelable operating leases.

The following tables summarize the contractual minimum principal payments required on all of our outstanding debt (including our receivable-backed debt, lines-of-credit and other notes and debentures payable) and our noncancelable operating leases by period date, as of September 30, 2010 (in thousands):


	Payments Due by Period

Contractual Obligations	Less than 1 year		1 — 3 Years		4 — 5 Years		After 5 Years			Total


Receivable-backed notes payable	$	3,740	$	—	$	75,219	$	514,289	⁽¹⁾	$	593,248
Lines-of-credit and notes payable		32,206		111,921		792		2,354			147,273
Jr. Subordinated debentures		—		—		—		110,827			110,827
Noncancelable operating leases		9,931		14,008		10,140		27,675			61,754

Total contractual obligations	$	45,877	$	125,929	$	86,151	$	655,145		$	913,102


(1)	Contractual minimum principal payments for Legacy Securitization are presented net of discount of $2.7 million.

We intend to use cash flows from operations, including cash received from the sale/pledge of VOI notes receivable, and cash received from new borrowings under existing or future debt facilities in order to satisfy the principal payments required on contractual obligations. While this may not prove to be the case, we believe that we will continue to be successful in renewing certain receivable-backed credit facilities. Based on the factors described above and the expected positive impact on our financial position of the strategic initiatives implemented in the fourth quarter of 2008, we believe that we will be in a position to meet required debt payments when we expect them to be ultimately due, however there can be no assurance that this will be the case.

We estimate that the cash required to complete resort buildings, resort amenities and other common costs in projects in which sales have occurred was approximately $1.0 million as of September 30, 2010. We estimate that the cash required to complete development of phases of communities in which sales have occurred was approximately $8.2 million as of September 30, 2010. These amounts assume that we are not obligated to develop any building, project or amenity in which a commitment has not been made pursuant to a sales contract with a customer; however, we anticipate that we will incur such obligations in the future. We plan to fund these expenditures over the next three to ten years, primarily with cash generated from operations. There is no assurance that we will be able to generate the cash from operations necessary to complete these commitments or that actual costs will not exceed the amounts estimated.

We believe that our existing cash, anticipated cash generated from operations, anticipated future permitted borrowings under existing or proposed credit facilities and anticipated future sales of notes receivable under the purchase facilities and one or more replacement facilities we intend to put in place will be sufficient to meet our anticipated working capital, capital expenditures and debt service requirements for the foreseeable future, subject to the successful implementation of ongoing strategic initiatives and receivable-backed credit facility extensions discussed above and the ongoing availability of credit. We will continue our efforts to renew or replace any credit and receivables purchase facilities that have expired or that will expire in the near term. We will, in the future, also require additional credit facilities and may issue corporate debt or equity securities. Any debt incurred or issued by us may be secured or unsecured, bear fixed or variable rate interest and may be subject to such terms as the lender may require and management believes acceptable. There can be no assurance that the credit facilities or receivables purchase facilities which have expired or which are scheduled to expire in the near term will be renewed or replaced or that sufficient funds will be available from operations or under existing, proposed or future revolving credit or other borrowing arrangements or receivables purchase facilities to meet our cash needs, including our debt service obligations. To the extent we are not able to sell notes receivable or borrow under such facilities, our ability to satisfy our obligations would be materially adversely affected.

Our credit facilities, indentures, and other outstanding debt instruments, and receivables purchase facilities include what we believe to be customary conditions to funding, eligibility requirements for collateral, cross-default and other acceleration provisions, certain financial and other affirmative and negative covenants, including, among others, limits on the incurrence of indebtedness, the repurchase of securities, payment of dividends, investments in joint ventures and other restricted payments, the incurrence of liens, and transactions with affiliates, as well as covenants concerning net worth, fixed charge coverage requirements, debt-to-equity ratios, portfolio performance requirements, cash balances and events of default or termination. No assurance can be given that we will not be required to seek waivers of such covenants, that we will be successful in obtaining waivers, or that such covenants will not limit our ability to raise funds, sell receivables, satisfy or refinance our obligations or otherwise adversely affect our operations. Further, although we do not currently believe that any such transactions are likely to be structured so as to materially limit our ability to pay cash dividends on our common stock or our ability to repurchase shares in the near term, there is no assurance this will remain true in the future. In addition, our future operating performance and ability to meet our financial obligations will be subject to future economic conditions and to financial, business and other factors, many of which will be beyond our control.

Off-balance-sheet Arrangements

We historically monetized our notes receivables through various facilities and through periodic term securitization transactions and other similar arrangements, many of which were accounted for as sales of notes receivable under the accounting requirements in effect at the time. As discussed further in Note 2 of our Notes to Condensed Consolidated Financial Statements, on January 1, 2010, we adopted accounting rules that required us to consolidated seven existing special purpose finance entities associated with prior securitization transactions that previously qualified for off-balance-sheet sales treatment. As of September 30, 2010, we did not have any off-balance-sheet arrangements.

I tem 4T. Controls and Procedures.

As of the end of the period covered by this report, our management carried out an evaluation, with the participation of our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on such evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2010, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports that we file under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and was accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There has been no change in our internal control over financial reporting that occurred during the three months ended September 30, 2010, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

P ART II - OTHER INFORMATION

I tem 1. Legal Proceedings.

Except as described below, there have not been any material changes in our legal proceedings from those previously disclosed in Item 1, Part 3 of our Annual Report on Form 10-K for the year ended December 31, 2009.

On June 3, 2010, in a case captioned Community Cable Service, LLC v. Bluegreen Communities of Georgia, LLC and Sanctuary Cove at St. Andrews Sound Community Association, Inc., a/k/a Sanctuary Cove Home Developers Association, Inc. , Case No. 16-2009-CA-008028, in the Circuit Court of the Fourth Judicial Circuit in and for Duval County, Florida, the plaintiffs filed suit alleging breach by the Bluegreen Communities of Georgia and the community association of a bulk cable TV services contract at Bluegreen’s Sanctuary Cove single family residential community being developed in Waverly, Georgia. In its Complaint, the Plaintiffs alleged that approximately $170,000 in unpaid bulk cable fees are due from the defendants, and that the non-payment of fees will continue to accrue on a monthly basis. Bluegreen and the community association allege incomplete performance under the contract by plaintiffs and that the cable system installed was inferior and did not comply with the requirements of the contract. The case went to mediation on September 20, 2010, but no resolution was reached. We intend to vigorously defend the lawsuit.

I tem 1A. Risk Factors.

There have not been any material changes to the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009.

I tem 2. Unregistered Sales of Equity Securities and Use of Proceeds.

During the three and nine months ended September 30, 2010, we did not repurchase any of our equity securities registered pursuant to Section 12 of the Exchange Act. Our Board of Directors has adopted a share repurchase program. Repurchases under such programs may be made from time to time and are subject to the price of our stock, prevailing market conditions, our financial condition and available resources, other investment alternatives and other factors. We are not required to seek shareholder approval of share repurchase programs, have not done so in the past, and, except as required under applicable law, we do not anticipate doing so in the future. We have not repurchased any shares since the fiscal year ended April 1, 2001. As of September 30, 2010, there were 694,500 shares remaining available for purchase under our current repurchase program.

I tem 5. Other Information

Our 2010 Annual Meeting of Shareholders will be held on December 15, 2010. Shareholder proposals intended to be considered for inclusion in our proxy materials for the Annual Meeting must be received by us by no later than 5:00 PM, Eastern time, on November 18, 2010 and must comply with the other requirements of Rule 14a-8 under the Exchange Act. In addition, pursuant to the Rule 14a-8 under the Exchange Act, we will have discretionary authority to vote on shareholders proposals received after the deadline set forth above. All such communications should be sent to Bluegreen Corporation, 4960 Conference Way North, Suite 100, Boca Raton, Florida 33431, Attention: Anthony M. Puleo, Secretary.


I tem 6.	Exhibits.

	10.100	Loan and Security Agreement, dated September 30, 2010, by and between National Bank of Arizona, as lender, and Bluegreen/Big Cedar Vacations, LLC, as borrower.

	10.101	Promissory Note, dated September 30, 2010, for $20,000,000 by and between National Bank of Arizona and Bluegreen/Big Cedar Vacations, LLC.

	10.102	Full Guaranty, dated September 30, 2010, by Bluegreen Corporation, as guarantor, in favor of National Bank of Arizona, as lender.

	10.103	First Amendment to Amended and Restated Marketing and Promotions Agreement by and among Bass Pro and affiliates and Bluegreen and affiliates, as of June 26, 2010.

	10.104	Second Amendment to Amended and Restated Marketing and Promotions Agreement by and among Bass Pro and affiliates and Bluegreen and affiliates, as of October 1, 2010.

	10.105	First Amendment to Amended and Restated Operating Agreement of Bluegreen/Big Cedar Vacations, LLC as of October 1, 2010.

	10.106	First Amendment to Amended and Restated Servicing Agreement of Bluegreen/Big Cedar Vacations, LLC as of October 1, 2010.

	10.107	First Amendment to Amended and Restated Administrative Services Agreement of Bluegreen/Big Cedar Vacations, LLC as of October 1, 2010.

	10.108	Second Amendment to Receivables Loan Agreement dated September 27, 2010, by and among Bluegreen Corporation and Liberty Bank (incorporated by reference to exhibit 10.100 to Current Report on Form 8-K dated September 30, 2010).

	10.109	BXG Legacy 2010 LLC, Standard Definitions, dated as of August 1, 2010 (incorporated by reference to exhibit 10.198 to Current Report on Form 8-K dated September 7, 2010).

	10.110	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 (incorporated by reference to exhibit 10.199 to Current Report on Form 8-K dated September 7, 2010).

	10.111	Sale Agreement by and among Bluegreen Corporation, BXG Timeshare Trust I as Seller and BXG Legacy 2010 LLC as Issuer dated August 1, 2010 (incorporated by reference to exhibit 10.200 to Current Report on Form 8-K dated September 7, 2010).

	10.112	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 (incorporated by reference to exhibit 10.214 to Current Report on Form 8-K dated September 7, 2010).

	10.113	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 (incorporated by reference to exhibit 10.215 to Current Report on Form 8-K dated September 7, 2010).

	10.114	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 (incorporated by reference to exhibit 10.216 to Current Report on Form 8-K dated September 7, 2010).

	31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

	32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

	32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

S IGNATURES

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


BLUEGREEN CORPORATION
(Registrant)

Date: November 9, 2010	By:	/s/ JOHN M. MALONEY, JR.

		John M. Maloney, Jr.,
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: November 9, 2010	By:	/s/ ANTHONY M. PULEO

		Anthony M. Puleo,
		Senior Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

Date: November 9, 2010	By:	/s/ RAYMOND S. LOPEZ

		Raymond S. Lopez,
		Senior Vice President and Chief Accounting Officer
		(Principal Accounting Officer)

EXHIBIT 31.1

Rule 13a-14(a)/15d-14(a) Certification

I, John M. Maloney, Jr., certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Bluegreen Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2010


/s/ JOHN M. MALONEY, JR.

John M. Maloney, Jr.
President and Chief Executive Officer

EXHIBIT 31.2

Rule 13a-14(a)/15d-14(a) Certification

I, Anthony M. Puleo, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Bluegreen Corporation;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2010


/s/ ANTHONY M. PULEO

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

EXHIBIT 32.1

Certification Required by 18 U.S.C. Section 1350
(as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

I, John M. Maloney, Jr., Chief Executive Officer of Bluegreen Corporation (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that:


	(1)	the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2010 (the “Report”), filed with the U.S. Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	By:	/s/ JOHN M. MALONEY, JR.

		John M. Maloney, Jr.
		President and Chief Executive Officer
Date: November 9, 2010

EXHIBIT 32.2

Certification Required by 18 U.S.C. Section 1350
(as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)

I, Anthony M. Puleo, Chief Financial Officer of Bluegreen Corporation (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350 (as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002), that:


	(1)	the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended September 30, 2010 (the “Report”), filed with the U.S. Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


	By:	/s/ ANTHONY M. PULEO

		Anthony M. Puleo
		Senior Vice President,
		Chief Financial Officer and Treasurer
Date: November 9, 2010

FINAL EXECUTION COPY

LOAN AND SECURITY AGREEMENT

By and Between

NATIONAL BANK OF ARIZONA

and

BLUEGREEN/BIG CEDAR VACATIONS, LLC

Dated: September 30, 2010

_________________________________

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TABLE OF CONTENTS

				Page
1.	DEFINITIONS			2
	1.1	CERTAIN DEFINED TERMS		2
	1.2	OTHER DEFINITIONAL PROVISIONS		21
2.	LOAN COMMITMENT; USE OF PROCEEDS			22
	2.1	LOAN COMMITMENT		22
		(a)	Determination of Advance Amounts	22
		(b)	Nonrevolving Nature of Loan	22
	2.2	CONTINUATION OF OBLIGATIONS THROUGHOUT TERM		22
	2.3	USE OF ADVANCE		22
	2.4	REPAYMENT OF LOAN		22
	2.5	INTEREST		22
	2.6	PAYMENTS		22
	2.7	MINIMUM REQUIRED PAYMENTS		23
		(a)	Periodic Loan Payments	23
		(b)	Borrowing Base Step-Down	23
		(c)	Borrowing Base Maintenance	24
		(d)	Upgrades	25
	2.8	PREPAYMENT		25
		(a)	Prohibitions on Prepayment; Prepayment Premium	25
		(b)	Exceptions to Prepayment Prohibitions	26
		(c)	Prepayment Premium Payable for Involuntary Prepayments	26
	2.9	LOAN FEE		26
	2.10	APPLICATION OF PROCEEDS OF COLLATERAL AND PAYMENTS		26
	2.11	BORROWER'S UNCONDITIONAL OBLIGATION TO MAKE PAYMENTS		27
3.	SECURITY			27
	3.1	GRANT OF SECURITY INTEREST IN COLLATERAL		27
		(a)	Grant	27
		(b)	Assigned Notes Receivable	27
	3.2	LOCKBOX COLLECTIONS AND SERVICING; RECONCILIATION REPORTS		27
		(a)	Collections	27
		(b)	Reports	28
		(c)	Notice to Purchasers	28
	3.3	CUSTODIAL AGENT; BACKUP SERVICING AGENT		29
	3.4	REPLACEMENT OF AGENTS		29
	3.5	MAINTENANCE OF SECURITY		30
	3.6	LIABILITY OF GUARANTOR		30
4.	CONDITIONS PRECEDENT TO ADVANCE; METHOD OF DISBURSEMENT			30
	4.1	CLOSING CONDITIONS		30
		(a)	Loan Documents	30
		(b)	Opinions	30
		(c)	Organizational Documents	30
		(d)	Credit Reports; Search Reports	30
		(e)	Timeshare Project Due Diligence	31
		(f)	Site Inspection and Due Diligence	33
		(g)	Subordinate Debt	33
		(h)	Exchange Affiliation	33
		(i)	Existing Indebtedness	33
		(j)	Payment of Expenses	33
		(k)	Budget and Financial Information	33

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TABLE OF CONTENTS

(Continued)

		(l)	First Right of Refusal	33
		(m)	Collateral Releases	33
	4.2	CONDITIONS PRECEDENT TO ADVANCE		33
		(a)	Request for Advance	34
		(b)	Timeshare Documents	34
		(c)	Receivables Schedules	34
		(d)	Assignment	34
		(e)	Promised Improvements	34
		(f)	Servicing Agent Confirmation	34
		(g)	Title Policy	35
		(h)	Report from Custodial Agent	35
		(i)	Documents Received and Recorded	35
		(j)	Title Policy	35
		(k)	Event of Default	35
		(l)	Representations and Warranties	35
		(m)	No Violation of Usury Law	35
		(n)	Payment of Fees	35
		(o)	Condemnation or Litigation	35
		(p)	Other Items	36
	4.3	CONDITIONS SATISFIED AT BORROWER'S EXPENSE		36
	4.4	DISBURSEMENT OF ADVANCE		36
	4.5	NO WAIVER		36
5.	REPRESENTATIONS AND WARRANTIES			36
	5.1	GOOD STANDING		36
	5.2	POWER AND AUTHORITY; ENFORCEABILITY		36
	5.3	BORROWER'S PRINCIPAL PLACE OF BUSINESS		37
	5.4	COMPLIANCE WITH LEGAL REQUIREMENTS		37
	5.5	NO MISREPRESENTATIONS		38
	5.6	NO DEFAULT FOR THIRD PARTY OBLIGATIONS		38
	5.7	PAYMENT OF TAXES AND OTHER IMPOSITIONS		38
	5.8	GOVERNMENTAL REGULATIONS		38
	5.9	EMPLOYEE BENEFIT PLANS		38
	5.10	SECURITIES ACTIVITIES		39
	5.11	SALES ACTIVITIES		39
	5.12	TIMESHARE INTEREST NOT A SECURITY		39
	5.13	REPRESENTATIONS AS TO EACH TIMESHARE PROJECT		40
		(a)	Title; Prior Liens	40
		(b)	Timeshare Plan	40
		(c)	Access	40
		(d)	Utilities	40
		(e)	Amenities	40
		(f)	Improvements	40
		(g)	Sale of Intervals	40
		(h)	Zoning Laws, Building Codes, Etc.	41
		(i)	Units Ready for Use	41
	5.14	ELIGIBLE NOTES RECEIVABLE		41
	5.15	ASSOCIATION; ASSESSMENTS AND RESERVES		41
	5.16	TITLE TO AND MAINTENANCE OF COMMON AREAS AND AMENITIES		42
	5.17	RESERVATION SYSTEM		42
	5.18	LITIGATION AND PROCEEDINGS		42
	5.19	OPERATING CONTRACTS		43
	5.20	SUBSIDIARIES, AFFILIATES AND CAPITAL STRUCTURE		43

5.21	TIMESHARE PROGRAM CONSUMER DOCUMENTS	43
5.22	PUBLIC REPORTS	43
5.23	SOLVENCY	43

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	5.24	NO MATERIAL ADVERSE CHANGE IN FINANCIAL CONDITION			44
	5.25	TIMESHARE PROGRAM GOVERNING DOCUMENTS			44
	5.26	MARKETING ACTIVITIES			44
	5.27	BROKERS; PAYMENT OF COMMISSIONS			44
	5.28	RESERVED			44
	5.29	FOREIGN ASSETS CONTROL REGULATIONS			44
	5.30	SURVIVAL AND ADDITIONAL REPRESENTATIONS AND WARRANTIES			46
6.	COVENANTS				46
	6.1	AFFIRMATIVE COVENANTS			46
		(a)		Good Standing	46
		(b)		Compliance with Legal Requirements	46
		(c)		Insurance, Casualty and Condemnation	46
		(d)		Reports	49
		(e)		Subordination of Indebtedness Owing to Affiliates	52
		(f)		Payment of Taxes	53
		(g)		Payment of Impositions	53
		(h)		Further Assurance	53
		(i)		Fulfillment of Obligations Under Project and Consumer Documents	53
		(j)		Material Increases to Assessments	53
		(k)		Maintenance of Timeshare Project and Other Property	53
		(l)		Maintenance of Larger Tract	54
		(m)		Collection of Receivables Collateral	54
		(n)		Loan File	54
		(o)		Financial Covenants	54
		(p)		Exchange Affiliation	55
		(q)		Right to Inspect	55
		(r)		Management and Marketing	56
	6.2	NEGATIVE COVENANTS			56
		(a)		Change in Borrower's Name, Principal Place of Business, Jurisdiction of Organization or Business	56
		(b)		Restrictions on Additional Indebtedness	56
		(c)		Ownership and Control	56
		(d)		No Sales Activities Prior to Approval	57
		(e)		No Modification of Receivables Collateral or Payments by Borrower	57
		(f)		No Modification of Timeshare Documents	57
		(g)		Maintenance of Larger Tract	57
		(h)		Making Loans	57
		(j)		Distributions	58
		(k)		Negative Pledge	58
	6.3	SURVIVAL OF COVENANTS			58
7.	DEFAULT				58
	7.1		EVENTS OF DEFAULT		58
			(a)	Payments	58
			(b)	Covenant Defaults	59
			(c)	Cross-Default	59

(d)	Environmental Default	59
(e)	Default by Borrower in Other Agreements	59
(f)	Warranties or Representations	59
(g)	Termination of Borrower	59
(h)	Enforceability of Liens	60
(i)	Creditor or Forfeiture Proceedings	60
(j)	Guaranty	60
(l)	Bankruptcy	60
(m)	Attachment, Judgment, Tax Liens	60

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			(n)	Material Adverse Change	60
			(o)	Criminal Proceedings	60
			(p)	Loss of License	60
			(q)	Suspension of Sales	61
			(r)	Management, Marketing, Administration	61
			(s)	Timeshare Documents	61
			(t)	Removal of Collateral	61
			(u)	Operating Contracts	61
			(v)	Vacation Club	61
			(x)	Other Defaults	62
	7.2		EFFECT OF AN EVENT OF DEFAULT; REMEDIES		62
	7.3		APPLICATION OF PROCEEDS DURING AN EVENT OF DEFAULT		64
	7.4		UNIFORM COMMERCIAL REMEDIES; SALE; ASSEMBLY OF RECEIVABLES COLLATERAL		64
			(a)	UCC Remedies; Sale of Collateral	64
			(b)	Lender's Right to Execute Conveyances	64
			(c)	Obligation to Assemble Receivables Collateral	64
			(d)	Registration	64
	7.5		APPLICATION OF PROCEEDS		65
	7.6		LENDER'S RIGHT TO PERFORM		65
	7.7		WAIVER OF MARSHALLING		65
	7.8		WAIVER IN LEGAL ACTIONS		65
	7.9		SET-OFF		66
8.	COSTS AND EXPENSES; INDEMNIFICATION; DUTIES OF LENDER				66
	8.1	COSTS AND EXPENSES			66
	8.2	INDEMNIFICATION			67
	8.3	DUTIES OF LENDER			67
	8.4	DELEGATION OF DUTIES AND RIGHTS			67
	8.5	FOREIGN ASSETS CONTROL			67
9.	CONSTRUCTION AND GENERAL TERMS				68
	9.1	PAYMENT LOCATION			68
	9.2	ENTIRE AGREEMENT			68
	9.3	POWERS COUPLED WITH AN INTEREST			68
	9.4	COUNTERPARTS; FACSIMILE SIGNATURES			68
	9.5	NOTICES			68
	9.6	BORROWER'S REPRESENTATIVE			70
	9.7	GENERAL SUBMISSION REQUIREMENTS			70
	9.8	LOAN PARTICIPANTS			71
	9.9	SUCCESSORS AND ASSIGNS			71
	9.10	SEVERABILITY			71
	9.11	TIME OF ESSENCE			71
	9.12	MISCELLANEOUS			71
	9.13	FORUM SELECTION; JURISDICTION; CHOICE OF LAW			72

9.14	DISPUTE RESOLUTION	72
9.15	INTERPRETATION	74
9.16	DESTRUCTION OF NOTE; SUBSTITUTE NOTE	74
9.17	COMPLIANCE WITH APPLICABLE USURY LAW	75
9.18	NO RELATIONSHIP WITH PURCHASERS	75
9.19	NO JOINT VENTURE	75
9.20	SCOPE OF REIMBURSABLE ATTORNEY'S FEES	75
9.21	CONFIDENTIALITY	76
9.22	RELIEF FROM AUTOMATIC STAY, ETC	76
9.23	RELIANCE	76
9.24	LIMITATION OF DAMAGES	76

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9.25	WAIVER OF RIGHT OF FIRST REFUSAL	77
9.26	CONSENTS, APPROVALS AND DISCRETION	77
9.27	USA PATRIOT ACT NOTICE	77
9.28	ERRORS AND OMISSIONS	77
9.29	BACKGROUND STATEMENTS	77
9.30	WAIVER OF DEFENSES AND RELEASE OF CLAIMS	78

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LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT is made as of September 30, 2010 by and between BLUEGREEN/BIG CEDAR VACATIONS, LLC , a Delaware limited liability company (" Borrower ") and NATIONAL BANK OF ARIZONA , a national banking association (" Lender ").

BACKGROUND

A. The Bluegreen Vacation Club (the " Vacation Club ") is a multi-site timeshare plan established by Bluegreen Vacations Unlimited, Inc. pursuant to the Vacation Club Trust Agreement and entitles Purchasers who become Owner Beneficiaries under the Vacation Club Trust Agreement to use any component site within the Vacation Club, subject to the Vacation Club Trust Agreement and the rules and regulations governing such occupancy, including, without limitation, its reservation procedures.

B. Borrower is the developer of the Long Creek Project and the Big Cedar Project. In addition to other component site resorts, each of the Long Creek Project and the Big Cedar Project are component site resorts within the Bluegreen Vacation Club.

C. When a Purchaser purchases a Timeshare Interest in either of the Timeshare Projects, the purchased Timeshare Interest is conveyed by the Borrower to the Vacation Club Trustee at the Purchaser's direction as set forth in the Purchase Contract to be held under the terms of the Vacation Club Trust Agreement. The Purchaser thereby is designated an Owner Beneficiary and receives Owner Beneficiary Rights and appurtenant Vacation Points and is entitled to all the benefits accruing to Owner Beneficiaries under the Vacation Club Trust Agreement.

D. If the Borrower provides purchase money financing to the Purchaser, the Vacation Club Trustee (as the title holder of the purchased Timeshare Interest), at the direction of the Purchaser, executes the Purchaser Mortgage in favor of the Borrower to secure such financing. To the extent that the Purchaser Mortgage is assigned to Lender in consideration for an Advance, the Lender becomes an Interest Holder Beneficiary under the Vacation Club Trust Agreement and is thereby entitled to all of the benefits accruing under the Vacation Club Trust Agreement to Interest Holder Beneficiaries.

E. Borrower has applied to Lender for a loan in the maximum principal amount of $20,000,000.00 to be secured by timeshare receivables arising from the financed sale of Timeshare Interests in each of the Long Creek Project and the Big Cedar Project and other collateral as set forth herein pledged to Lender from time to time.

F. Lender is willing to make the foregoing loan upon and subject to the terms and conditions set forth in this Agreement.

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AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement and the other Loan Documents, and for other good and valuable consideration, the receipt and adequacy of which are acknowledged, the parties to this Agreement agree as follows:

1. DEFINITIONS

1.1 Certain Defined Terms . As used in this Agreement (including any Exhibits attached hereto) and the other Loan Documents unless otherwise expressly indicated in this Agreement or the other Loan Documents, the following terms shall have the following meanings (such meanings to be applicable equally both to the singular and plural terms defined).

620/575 FICO Score Notes Receivable : those Notes Receivable under which the Purchaser thereof has a FICO Score of less than 620 but equal to or greater than 575.

Advance: an advance of the proceeds of the Loan by Lender to, or on behalf of, Borrower in accordance with the terms and conditions of this Agreement.

Affiliate : 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 Guarantor be deemed an Affiliate of any 5% or greater shareholder of Guarantor or any Affiliate of such shareholder who is not a Direct Affiliate (as defined herein) of Guarantor, nor shall any such shareholder be deemed to be an Affiliate of Guarantor. 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, (i) any entity included in Guarantor’s GAAP consolidated financial statements shall be an Affiliate of Guarantor (a " Direct Affiliate "), (ii) Guarantor shall be deemed to be an Affiliate of Borrower and (iii) each of Bluegreen Vacations Unlimited, Inc. and Big Cedar, L.L.C. shall be deemed an Affiliate of Borrower.

Agents : the Servicing Agent, the Lockbox Agent and the Custodial Agent. " Agent " means, as the context requires, any one of the Agents.

Agreement : this Loan and Security Agreement, as it may from time to time be amended, supplemented or restated.

Applicable Usury Law : the usury law chosen by the parties pursuant to the terms of Section 9.13 or such other usury law which is applicable if such usury law is not.

Articles of Organization : the charter, articles of incorporation, articles of organization, operating agreement, joint venture agreement, partnership agreement, by-laws and any other written documents evidencing the formation, organization, governance and continuing existence of an entity.

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Assignment: a written Collateral Assignment of Notes Receivable and Purchaser Mortgages and their proceeds, executed by Borrower substantially in the form and substance of Exhibits A-1 and A-2 , attached hereto.

Backup Servicing Agent : Concord Servicing Corporation, an Arizona corporation, as the Backup Servicing Agent, or its successor as Backup Servicing Agent, under the Backup Servicing Agreement.

Backup Servicing Agreement : the agreement dated as of the Effective Date among Lender, Servicing Agent, Borrower and Backup Servicing Agent which provides for Backup Servicing Agent to perform for the benefit of Lender backup accounting, reporting and other servicing functions as set forth therein with respect to the Receivables Collateral, as it may from time to time be amended, supplemented or restated.

Bankruptcy Code : as defined in Section 9.22 hereof.

Base Rate : the rates per annum quoted by Lender as Lender's 30 day LIBOR rate based upon quotes from the London Interbank Offered Rate from the British Bankers Association Interest Settlement Rates, as quoted for U.S. Dollars by Bloomberg, or other comparable services selected by the Lender. The Index is not necessarily the lowest rate charged by Lender on its loans. If the foregoing 30 day LIBOR rate becomes unavailable during the Term, Lender may designate a substitute index after notifying Borrower. The 30 day LIBOR rate is to be strictly interpreted and is not intended to serve any purpose other than providing an index to determine the interest rate used herein. The LIBOR rate selected by Lender may not necessarily be the same as the quoted "offer" side in the Eurodollar time deposit market by any particular institution or service applicable to any interest period.

Base Rate Determination Date: two Business Days prior to the last Business Day of each calendar month. Notwithstanding the foregoing, the initial Base Rate Determination Date shall be two Business Days prior to the Effective Date.

Basic Interest : as defined in Section 2.5 hereof.

Basic Interest Rate : the variable interest rate per annum, adjusted as of each Base Rate Determination Date, equal to the Base Rate in effect as of each Base Rate Determination Date plus 525 basis points, but in no event shall the Basic Interest Rate exceed the rate permitted by the Applicable Usury Law or fall below 6.75% per annum.

Big Cedar Project : that certain vacation ownership project, commonly known as Bluegreen Wilderness Club at Big Cedar, located in Ridgedale, Missouri.

Big Cedar Timeshare Association : Big Cedar Wilderness Club Condominium Association, Inc., a Missouri corporation not-for-profit, which is the association established in accordance with the Big Cedar Timeshare Declaration to manage the Big Cedar Timeshare Program and in which all owners of Timeshare Interests at the Big Cedar Project will be members.

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Big Cedar Timeshare Declaration : that declaration of covenants, conditions and restrictions which has been executed by Borrower, recorded in the real estate records of the county where the Big Cedar Project is located, and has established the Big Cedar Timeshare Program.

Big Cedar Timeshare Program : the program created within the Big Cedar Project under the Big Cedar Timeshare Declaration by which Persons may own Timeshare Interests, enjoy their respective Timeshare Interests on a recurring basis, and share the expenses associated with the operation and management of such program.

Bluegreen : Bluegreen Corporation, a Massachusetts corporation.

Bluegreen Inc. : Bluegreen Vacation Club, Inc., a Florida nonprofit corporation, and its successors and assigns, which was organized and formed to manage and operate the Vacation Club and with respect to which each Purchaser becomes a Class A Member thereof upon the purchase of a Timeshare Interest.

Borrower : the entity named as Borrower in the introductory paragraph of this Agreement and, subject to the restrictions on assignment and transfer contained in the Loan Documents, its successors and assigns.

Borrower Bank Accounts : as defined in Section 7.2(g) hereof.

Borrowing Base : with respect to an Eligible Note Receivable, an amount that is initially equal to 85% of the unpaid principal balance of such Eligible Note Receivable , subject to the step-down provisions in Section 2.7(b) hereof.

Borrowing Base Certificate a certificate prepared by Borrower substantially in the form and substance of Exhibit S , attached hereto.

Borrowing Base Shortfall : at any time, the amount by which the unpaid principal balance of the Loan exceeds the aggregate then applicable Borrowing Base of all Eligible Notes Receivable assigned to Lender.

Business Day : every day on which Lender's offices in the state of Arizona are open to the public for carrying on substantially all its business functions or any day which is not a Saturday or Sunday or a legal holiday under the laws of the State of Missouri, State of Florida or the United States.

Collateral : the Receivables Collateral and the collateral pledged to Lender pursuant to the Security Documents.

Custodial Agent : US Bank National Association or any other Person approved by Lender in writing as Custodial Agent under the Custodial Agreement.

Custodial Agreement : an agreement dated as of the Effective Date to be made among Lender, Borrower and Custodial Agent pursuant to which the Custodial Agent is providing custodial

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and other services to the benefit of Lender with respect to Notes Receivable pledged to Lender and other items of Receivables Collateral, as such agreement may from time to time be amended, supplemented or restated.

Debtor Relief Laws : any applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar law, proceeding or device providing for the relief of debtors from time to time in effect and generally affecting the rights of creditors.

Default Rate : The lesser of (a) the maximum per annum rate permitted by Applicable Usury Law, and (b) five percent (5%) per annum in excess of the applicable Basic Interest Rate not to exceed a maximum per annum rate of eighteen percent (18%).

Effective Date : the date of this Agreement.

Eligible Note Receivable : a Note Receivable which satisfies the criteria set forth below as of the Effective Date (unless another date is specified, in which case such Note Receivable shall satisfy such criteria as of such other date):

(a) The Note Receivable was created in connection with the credit purchase and sale of a Timeshare Interest (thereby entitling the Purchaser to Owner Beneficiary Rights under the Vacation Club Trust Agreement) pursuant to the applicable Timeshare Program Consumer Documents in the forms attached hereto as Exhibits C-1 and C-2 and under the Timeshare Program Governing Documents approved by Lender.

(b) A down payment by cash, check or credit card has been received from the Purchaser in an amount equal to at least 10% of the original purchase price for the purchased Timeshare Interest, which down payment may (i) in the case of an upgrade sale, be represented in whole or in part by the down payment made and principal payments paid in respect of the related original 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;

(c) The Note Receivable has an original maturity date of 120 months or less, payable in equal monthly installments of principal and interest;

(d) The annual rate of interest applied to the unpaid principal balance of the applicable Note Receivable is at least equal to a fixed rate of 12.9% per annum and the weighted average interest rate for all of the Notes Receivable collaterally assigned to Lender is at least equal to 15.0% per annum;

(e) Other than as to 620/575 FICO Score Notes Receivable, No Fico Score Notes Receivable and Non-Resident Notes Receivable for which no FICO Score is available, the Purchaser's FICO Score shall not be less than 620;

(f) The minimum weighted average FICO Score of all Eligible Notes Receivable assigned to Lender shall be at least 690. In no event shall a particular Note Receivable qualify as an Eligible Note Receivable in the event the FICO Score of the Purchaser related thereto is less than

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575. In calculating the minimum weighted average FICO Score, 620/575 FICO Score Notes Receivable shall be included in such calculation; however, No FICO Score Notes Receivable and Non-Resident Notes Receivable shall not be included;

(g) At the time of assignment, the principal balance outstanding of any Note Receivable assigned to Lender hereunder shall not exceed $35,000, provided, however, that, at any one time 5% or less of the then-outstanding principal balance of all Eligible Notes Receivable assigned to Lender and against which Lender has made or is making an advance may consist of Jumbo Notes Receivable;

(h) At the time of assignment, the principal balance outstanding of all Notes Receivable to any one Purchaser or Affiliates of such Purchaser (and assigned to Lender hereunder) shall not exceed $50,000 in the aggregate;

(i) The Purchaser is not subject to any bankruptcy proceedings, whether voluntary or involuntary;

(j) At the time of the advance against such Note Receivable (or at the time of delivery of such Note Receivable to Lender in the case of a Borrowing Base Shortfall or in the case of an upgrade, pursuant to Sections 2.7(c) and 2.7(d) , respectively), no installment payment thereunder is more than 30 days contractually past due at the time of the advance against (or at the time of delivery of such Note Receivable to Lender in the case of a Borrowing Base Shortfall or in the case of an upgrade, pursuant to Sections 2.7(c) and 2.7(d) , respectively of) such Note Receivable and after the advance or such delivery, no installment payment thereunder shall become more than 60 days contractually past due;

(k) Except for the Non-Resident Notes Receivable, the Purchaser is a resident of the United States of America;

(l) The payment to be received is payable in United States dollars;

(m) Reserved;

(n) The Purchaser has no claim of any defense, setoff or counterclaim under the applicable Note Receivable;

(o) The Note Receivable represents the balance of the sales price of a Timeshare Interest entitling a Purchaser to Owner Beneficiary Rights under the Vacation Club Trust Agreement, and the Purchaser of such Timeshare Interest is not, and no payment of a sum due under the Note Receivable has been made by, Borrower, an Affiliate, or an officer, director, agent, employee, principal, broker, creditor (or relative thereof) of Borrower or of any other Person related to or an Affiliate of Borrower or Guarantor;

(p) The Timeshare Program Consumer Documents executed by the applicable Purchaser and all other aspects of the related transaction comply with all applicable Legal Requirements;

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(q) Each Note Receivable, and related Timeshare Program Consumer Document (other than, for example, the Purchaser Mortgage) to which the related Purchaser is a party and which requires the signature of such Purchaser has been duly executed by such Purchaser. The Purchaser Mortgage has been executed by the Vacation Club Trustee;

(r) The Unit in which the applicable Timeshare Interest financed by the Note Receivable is situate and to which the Purchaser has access: (i) has been completed in compliance with all Legal Requirements, is currently served by all required utilities, is fully furnished and ready for use, subject to renovations for improvements from time to time in the ordinary course of maintaining the Unit; (ii) is covered by a valid permanent and unconditional certificate of occupancy (or its equivalent) duly issued; (iii) is subject to the terms of the Timeshare Declaration for the applicable Timeshare Project; and (iv) has been developed to the specifications provided for in the applicable Purchase Contract. All furnishings (including appliances) within the Unit(s) to which the Purchaser has access have been or will timely be fully paid for and are free and clear of any lien or other interest by any third party, except for any furniture leases which contain non-disturbance provisions acceptable to Lender;

(s) The Unit in which the applicable Timeshare Interest financed by the Note Receivable is situate has had all taxes, maintenance, special and other assessments, penalties and fees related thereto paid when due;

(t) Any and all applicable rescission periods relating to the purchase by the applicable Purchaser of a Timeshare Interest have expired;

(u) Reserved;

(v) The lien of the Purchaser Mortgage securing the Note Receivable is a perfected first priority purchase money mortgage which has been executed by the Vacation Club Trustee, has been collaterally assigned of record to Lender and is fully insured by a Title Policy in the amount of the Note Receivable, which Title Policy has been endorsed in the manner specified in the Confirmation of Recording;

(w) All representations, warranties and covenants regarding such Note Receivable and the Timeshare Program Consumer Documents related thereto and the matters related thereto as set forth in this Agreement are accurate and Borrower shall have performed all of its obligations with respect thereto;

(x) Lender has a valid, perfected first priority lien against and security interest in the Note Receivable and the related Timeshare Program Consumer Documents and all payments to be made thereunder;

(y) The payment terms of such Note Receivable have not been amended in any way, including any revisions to the payment provisions to cure any defaults or delinquencies or a revision that would constitute a downgrade in the type or quality of the Timeshare Interest purchased by the Purchaser, except in the case of a Permitted Modification;

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(z) There has been no increase to the applicable interest rate payable on the Note Receivable as the result of the termination of any automatic payment option, unless all disclosures required under Regulation Z for such increase have been properly given by Borrower to Purchaser;

(aa) The Purchaser is not a "blocked person", as defined in the Patriot Act Certificate and Agreement;

(bb) A No FICO Score Notes Receivable shall be considered Eligible Notes Receivable, provided that: (a) not more than 1% of the principal balance of all Eligible Notes Receivable assigned to Lender and against which Lender has made an advance may be comprised of such No FICO Score Notes Receivable; (b) the Purchaser has made at least eight (8) monthly installment payments thereon; and (c) such Note Receivable is otherwise an Eligible Note Receivable;

(cc) Non-Resident Notes Receivable shall be considered Eligible Notes Receivable, provided that: (a) not more than 10% of the principal balance of all Eligible Notes Receivable assigned to Lender and against which Lender has made an advance may be comprised of such Non-Resident Notes Receivable; (b) the Purchaser has made at least eight (8) monthly installment payments thereon; and (c) such Note Receivable is otherwise an Eligible Note Receivable;

(dd) 620/575 FICO Score Notes Receivable shall be considered Eligible Notes Receivable, provided that: (a) not more than 5% of the principal balance of all Eligible Notes Receivable assigned to Lender and against which Lender has made an advance may be comprised of such 620/575 FICO Score Notes Receivable; (b) the Purchaser has made at least eight (8) monthly installment payments thereon; and (c) such Note Receivable is otherwise an Eligible Note Receivable;

(ee) The Purchaser is personally liable under its Purchase Contract;

(ff) The Purchaser has become an Owner Beneficiary under the Vacation Club Trust Agreement; and

(gg) The purchased Timeshare Interest has been conveyed to the Vacation Club Trustee to be held under the terms of the Vacation Club Trust Agreement.

Environmental Indemnity : a Hazardous Substance Remediation and Indemnification Agreement dated as of the Effective Date executed and delivered by Borrower, Guarantor and any other Persons as Lender may require and containing representations, warranties and covenants regarding the environmental condition of each Timeshare Project and the Collateral, as it may from time to time be amended, supplemented or restated.

Event of Default : as defined in Section 7.1 hereof.

Executive Order : as defined in Section 5.29 hereof.

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Existing Indebtedness: collectively, Borrower's existing indebtedness owed to GE Capital and to Residential Funding.

FICO Score: a credit risk score determined by the Fair Isaac Company for a consumer borrower through the analysis of individual credit files. In the event that such credit risk scoring program ceases to exist, Lender may select a successor credit risk scoring program in Lender's discretion.

For Purchasers related to Notes Receivable collaterally assigned to Lender under this Agreement and which were originated on and after December 15, 2008, the FICO Score was determined at the point of sale. In the event that a Purchaser consists of more than one individual (e.g., husband and wife) (a " Purchaser Group "), the FICO Score for such Purchaser Group shall be based on the highest of the FICO Scores for all individuals who have a FICO Score in such Purchaser Group. If all individuals in a Purchaser Group have no FICO Score, then the Purchaser Group shall be considered to have no FICO Score.

Notwithstanding the foregoing, for Purchasers related to Notes Receivable collaterally assigned to Lender under this Agreement and which were originated prior to December 15, 2008, the FICO Score was determined by an Experian Quest project run in May 2010 and was based on the primary obligor in respect of the related Note Receivable.

Foreign Assets Control Regulations : as defined in Section 5.29 hereof.

GAAP : generally accepted accounting principles, applied on a consistent basis, as described in Opinions of the Accounting Principles Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board which are applicable in the circumstances as of the date in question.

GE Capital : General Electric Capital Corporation, a Delaware corporation, and its successors and assigns.

Guarantor: Bluegreen, and, subject to any restrictions on assignment and transfer contained in the Loan Documents, its successors and assigns.

Guaranty : a primary, joint and several guaranty agreement made by a Guarantor with respect to all or any part of the Obligations, as it may be from time to time amended, supplemented or restated.

Impositions : all present and future real estate, personal property, excise, privilege, transaction, documentary stamp and other taxes, charges, assessments and levies (including non-governmental assessments and levies such as maintenance charges, association dues and assessments under private covenants, conditions and restrictions) and any interest, costs, fines or penalties with respect thereto, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time prior to or after the execution hereof may be assessed, levied or imposed. Impositions shall include any and all taxes, withholding obligations, deductions,

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license or other fees, assessments, charges, fines, duties, imposts, penalties, or any property, privilege, excise, real estate or other taxes, charges or assessments currently or hereafter levied or imposed by any local, state, or federal governmental authority of the United States upon or in connection with or measured by the Loan Documents, the Collateral, or the principal or accrued interest under the Loan, the Prepayment Premium, Loan Fee, servicing fees, custodial fees, lockbox fees, collection fees or other amounts payable by Borrower to Lender or to Servicing Agent, Backup Servicing Agent, Custodial Agent or Lockbox Agent under the Loan Documents or by Purchasers to Borrower or Lender under the Timeshare Program Consumer Documents.

Incipient Default : an event or condition, the occurrence of which would, with a lapse of time or the giving of notice or both, become an Event of Default.

Indebtedness : for any Person, without duplication, the sum of the following:

(a) indebtedness for borrowed money;

(b) obligations evidenced by bonds, debentures, notes or other similar instruments;

(c) obligations to pay the deferred purchase price of property or services;

(d) obligations as lessee under leases which have been or should be, in accordance with GAAP, recorded as capital leases;

(e) obligations of such Person to purchase securities (or other property) which arise out of or in connection with the sale of the same or substantially similar securities or property;

(f) obligations of such Person to reimburse any bank or other Person in respect of amounts actually paid under a letter of credit or similar instrument;

(g) indebtedness or obligations of others secured by a lien on any asset of such Person, whether or not such indebtedness or obligations are assumed by such Person (to the extent of the value of the asset);

(h) obligations under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) though (g) above; and

(i) liabilities in respect to unfunded vested benefits under plans covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended.

Insurance Policies : the insurance policies that Borrower is required to maintain and deliver pursuant to Section 6.1(c) hereof.

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Intangible Asset . A nonphysical, noncurrent right that gives Guarantor 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, governmental 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.

Interest Holder Beneficiary : as defined in the Vacation Club Trust Agreement.

Jumbo Notes Receivable : a Note Receivable (a) with a balance that exceeds $35,000 but is less than $50,000; and (b) on which the Purchaser has made at least twelve (12) monthly installment payments thereon.

Legal Requirements : (a) all present and future judicial decisions, statutes, regulations, permits, approvals, registrations and licenses or certificates of any governmental authority (including from any state regulatory agency, department or division in any jurisdiction in which a Timeshare Project is located which has the power and authority to regulate timeshare projects in such jurisdiction) in any way applicable to Borrower or its property, including any applicable state statute or other law in any jurisdiction where a Timeshare Project is located which governs the creation and regulation of condominiums in such jurisdiction, as the same may be amended from time to time, and (b) all contracts or agreements (written or oral) by which Borrower or its property is bound or, if compliance therewith would otherwise be in conflict with any of the Loan Documents, by which Borrower or its property becomes bound with Lender's prior written consent.

Lender : National Bank of Arizona, a national banking association, and its successors and assigns.

Loan : the nonrevolving loan made pursuant to Section 2.1 hereof.

Loan Documents : this Agreement, the Note, any and all Guaranties, any and all Subordination Agreements, the Lockbox Agreement, the Servicing Agreement, the Backup Servicing Agreement, the Custodial Agreement, the Environmental Indemnity, the Security Documents, the Patriot Act Certificate and Agreement, and all other documents now or hereafter executed in connection with the Loan, as they may from time to time be amended, modified, supplemented or otherwise restated.

Loan Fee : a one-time fee in the amount of $300,000.00, which is equal to 1.5% of the Maximum Loan Amount less a credit in the amount of $25,000 which represents a portion of the amounts previously paid by Borrower to Lender as a good faith deposit.

Loan File: with respect to each of the Notes Receivable, all the Timeshare Program Consumer Documents relating thereto, each duly executed, as applicable, plus:

(a) All guaranties, if any, for the payment of the Notes Receivable and

(b) The Title Policy insuring the lien of the Purchaser Mortgage.

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Lockbox Agent : Initially, National Bank of Arizona, a national banking association, as the Lockbox Agent, or its successor as Lockbox Agent, under the Lockbox Agreement.

Lockbox Agreement : an agreement dated as of the Effective Date to be made among Lender, Borrower and Lockbox Agent, which provides for Lockbox Agent to collect, through a lockbox, payments under Notes Receivable constituting part of the Receivables Collateral and to remit them to Lender, as it may from time to time be amended, supplemented or restated.

Long Creek Project : that certain vacation ownership project, commonly known as Long Creek Ranch at Big Cedar, located in Ridgedale, Missouri.

Long Creek Timeshare Association : Bluegreen Wilderness Club at Long Creek Ranch Condominium Association, Inc., a Missouri corporation not-for-profit, which is the association established in accordance with the Long Creek Timeshare Declaration to manage the Long Creek Timeshare Program and in which all owners of Timeshare Interests at the Long Creek Project will be members.

Long Creek Timeshare Declaration : that declaration of covenants, conditions and restrictions which has been executed by Borrower, recorded in the real estate records of the county where the Long Creek Project is located, and has established the Long Creek Timeshare Program.

Long Creek Timeshare Management Agreement : the management agreement from time to time entered into between the Long Creek Timeshare Association and the Timeshare Manager for the management of the Long Creek Timeshare Program.

Long Creek Timeshare Program : the program created within the Long Creek Project under the applicable Timeshare Declaration by which Persons may own Timeshare Interests, enjoy their respective Timeshare Interests on a recurring basis, and share the expenses associated with the operation and management of such program.

Material Adverse Change: any material and adverse change in, or a change which has a material adverse effect upon, any of:

(a) the business, properties, operations or condition (financial or otherwise) of Borrower or of Guarantor, which, with the giving of notice or the passage of time, or both, could reasonably be expected to result in either (i) Borrower or Guarantor failing to comply with any of the financial covenants contained in Section 6.1(o) or (ii) Borrower's or Guarantor's inability to perform its or their respective obligations pursuant to the terms of the Loan Documents; or

(b) the legal or financial ability of Borrower or Guarantor to perform its or their respective obligations under the Loan Documents and to avoid any Incipient Default or Event of Default; or

(c) the legality, validity, binding effect or enforceability against Borrower or Guarantor of any Loan Document.

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Maturity Date : the first to occur of (a) September 30, 2017 or (b) the date on which the Loan is required to be repaid pursuant to the terms of this Agreement.

Maximum Loan Amount : $20,000,000.00.

Minimum Required Timeshare Approvals : all approvals, registrations and licenses required from governmental authorities in order to sell and finance Timeshare Interests and offer them for sale, including a copy of the registrations/consents to sell, the final subdivision public reports/public offering statements and/or prospectuses (including the Public Report) and approvals thereof required to be issued by or used in the jurisdiction where the applicable Timeshare Project is located and other jurisdictions where Timeshare Interests have been offered for sale or sold.

No FICO Score Notes Receivable : a Note Receivable from a Purchaser who is a resident of the United States of America but for whom no FICO Score is available from Fair Isaac Company.

Non-Resident Notes Receivable : a Note Receivable from a Purchaser who is a resident of Canada.

Note : the Promissory Note to be made and delivered by Borrower to Lender having a face amount equal to $20,000,000, dated as of the Effective Date and made payable to Lender to evidence the Loan, as it may from time to time be amended, supplemented or restated.

Note Receivable : a purchase money promissory note which has arisen out of a sale of a Timeshare Interest by Borrower to a Purchaser, is made payable by such Purchaser solely to Borrower, and is secured by a Purchaser Mortgage.

Notice to Purchasers : as defined in Section 3.2(c) hereof.

Obligations : all obligations, agreements, duties, covenants and conditions of Borrower to Lender which Borrower is now or hereafter required to Perform under the Loan Documents. Without in any way limiting the foregoing, the term Obligations includes (i) any and all obligations of Borrower to Lender with respect to the Loan and (ii) any and all obligations of Borrower to Lender arising under or in connection with any transaction hereafter entered into between Borrower and Lender which is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures, as applicable.

Opening Prepayment Date : the date which occurs one year following the Advance.

Operating Contracts : as defined in Section 5.19 hereof.

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Owner Beneficiary : the Purchaser under the Purchase Contract who purchases a Timeshare Interest in a Timeshare Project pursuant to such Purchase Contract and is thereby designated an Owner Beneficiary under the terms of the Vacation Club Trust Agreement and entitled to exercise Owner Beneficiary Rights with appurtenant Vacation Points.

Owner Beneficiary Rights : the beneficial rights provided to a Purchaser under the Vacation Club Trust Agreement, which rights shall specifically include the rights of performance provided to Owner Beneficiaries by the Vacation Club Trustee under the Vacation Club Trust Agreement and related documents, which Owner Beneficiary Rights shall specifically include as an appurtenance thereto Vacation Points.

Participant(s) : as defined in Section 9.8 hereof.

Participation Agreement : as defined in Section 9.8 hereof.

Patriot Act Certificate and Agreement : the Patriot Act Certificate and Agreement by and among Borrower, Guarantor and Lender, dated of even date herewith.

Performance or Perform : full, timely and faithful payment and performance.

Permitted Debt : the meaning given to it in Section 6.2(b) hereof.

Permitted Encumbrances : with respect to each Timeshare Project (i) real estate taxes and assessments not yet due and payable, (ii) exceptions to title which are approved in writing by Lender (including such easements, dedications and covenants which Lender consents to in writing after the date of this Agreement) and (iii) those exceptions listed on the attached Exhibits B-1 and B-2 .

Permitted Modification means an amendment or other modification to the terms and conditions of a Note Receivable (a) as a result of the Servicemembers Civil Relief Act, (b) with respect to a one percent (1%) increase or decrease in the related Note Receivable’s interest rate related to a voluntary or involuntary election to commence or cease using an automatic payment option, as applicable, or (c) in connection with an Upgraded Note Receivable.

Person : an individual, general partnership, limited partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

Prepayment Premium : an amount to be paid pursuant to Section 2.8 upon a prepayment of the Loan.

Public Report : the approved public report, permit or public offering statement for the Vacation Club and for the applicable Timeshare Project and the approvals or registrations for such Timeshare Project, in the jurisdiction in which such Timeshare Project is located and in each other jurisdiction in which sales of Timeshare Interests are made or such Timeshare Project is otherwise required to be registered.

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Purchase Contract : a purchase contract by and between a Purchaser, Bluegreen Vacations Unlimited Inc. (as " Club Developer "), and Borrower (as " Facilitator ") pursuant to which Borrower has agreed to sell and a Purchaser has agreed to purchase a Timeshare Interest in connection with such Purchaser's designation as an Owner Beneficiary under the Vacation Club Trust Agreement, commonly known as a Bluegreen Owner Beneficiary Agreement.

Purchaser : a person who has executed a Purchase Contract as a purchaser.

Purchaser Mortgage : the purchase money deed of trust given to secure a Note Receivable.

Receivables Collateral : (a) the Notes Receivable which are now or hereafter assigned, endorsed or delivered to Lender pursuant to this Agreement or against which an Advance has been made, all payments due to become due thereunder, in whatever form, including cash, checks, notes, drafts and other instruments for the payment of money ; (b) all rights under all documents evidencing, securing, guaranteeing or otherwise pertaining to such Notes Receivable, including the Owner Beneficiary Rights under the Vacation Club Trust Agreement and pertaining to the purchased Timeshare Interest, Title Policies, Purchaser Mortgages and Purchase Contracts including all rights of foreclosure, termination, dispossession and repossession thereunder, all documents, instruments, contracts, liens and security interests related to such Notes Receivable, all collateral and other security securing the obligations of any Person under such Note Receivable and all rights and remedies of whatever kind or nature Borrower may hold or acquire for purpose of securing or enforcing such Notes Receivable and related Timeshare Program Consumer Documents (expressly excluding any rights as developer or declarant under the applicable Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents); (c) all deposits, accounts, instruments, contract rights, general intangibles, chattel paper, documents, instruments, pre-authorization account-debit agreements, claims and judgments pertaining to or arising out of any of the foregoing; (d) all proceeds, property, property rights, privileges and other benefits arising out of the enforcement of such Notes Receivable or the related Purchaser Mortgages, Purchase Contracts and other Timeshare Program Consumer Documents, including all property returned by and reclaimed by or repossessed from Purchasers thereunder; (e) any lockbox agreements and the funds contained in any accounts established pursuant thereto, relating to such Notes Receivable, except amounts deposited in error; (f) all rights, now or hereafter existing under any payment authorization agreements signed or delivered by or on behalf of a Purchaser under a Note Receivable described in clause (a) above and all accounts and other proceeds derived therefrom; (g) any rights inuring to Borrower as an "institutional mortgagee," an "institutional lender" or a "mortgagee" as provided in the Timeshare Declaration in connection with any Notes Receivable described in clause (a) above and the related Purchaser Mortgages pledged to Lender; (h) all rights of the Borrower to exercise, at any meeting of the Timeshare Association, the voting rights of a Purchaser whose Note Receivable has been assigned or delivered to Lender; (i) all of Borrower's rights to any insurance policies related to a Timeshare Project, to the extent pertaining to a Note Receivable assigned to Lender or to the Timeshare Interest securing such Note Receivable; (j) all computer software, files, books and records of Borrower pertaining to any of the foregoing clauses (a) through (i), subject to any licensing limitations; (k) all rights of the Borrower as an Interest Holder Beneficiary as to the foregoing; (l) the cash and non-cash proceeds of all of the foregoing, including (whether or not acquired with cash proceeds), all accounts, chattel paper, contract rights, documents, general intangibles, instruments, fixtures, and equipment, inventory and

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other goods; and (m) all extensions, additions, improvements, betterments, renewals, substitutions, amendments of any of the foregoing and the products and proceeds thereof.

Reservation System : the method, arrangement or procedure including any computer network and software employed for the purpose of enabling or facilitating the operation of the system which enables each Purchaser to utilize such Purchaser's right to reserve a use period in a Timeshare Project in accordance with the provisions and conditions set forth therein.

Reservation System License : a non-exclusive license granted by Bluegreen Resorts Management, Inc. to Lender as of the date of this Agreement entitling Lender to the non-exclusive license to use the Reservation System upon the terms and conditions described therein.

Residential Funding : Residential Funding Corporation, a Delaware corporation, and its successors and assigns.

Resolution : a resolution of a corporation certified as true and correct by an authorized officer of such corporation, a certificate signed by such members, the manager or managers and/or the authorized officers of a limited liability company as may be required by applicable law and by the Articles of Organization of such limited liability company, or a partnership certificate signed by all of the general partners of such partnership and such other partners whose approval is required.

Sampler Loan means a loan made to a purchaser pursuant to the terms of a Sampler Program Agreement.

Sampler Program Agreement means a Bluegreen Vacation Club Sampler 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 Vacation Club.

Security Documents : the Assignments, this Agreement, the Reservation System License, and all other documents now or hereafter securing the Obligations, as they may be from time to time be amended, supplemented or restated.

Servicing Agent : Bluegreen, as the Servicing Agent, or its successor as Servicing Agent, under the Servicing Agreement.

Servicing Agreement : the agreement dated as of the Effective Date among Lender, Borrower and Servicing Agent which provides for Servicing Agent to perform for the benefit of Lender accounting, reporting and other servicing functions with respect to the Receivables Collateral, as it may from time to time be amended, supplemented or restated.

Subordination Agreement : such subordination agreement from a Subordinator subordinating Indebtedness owed to it by Borrower to all or a part of the Obligations, whether delivered on or before the Effective Date or thereafter, as the same may from time to time be amended, supplemented or restated.

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Subordinated Indebtedness . Indebtedness represented by Guarantor's junior subordinated debentures or such other Indebtedness incurred by Guarantor which is treated as subordinated indebtedness in accordance with GAAP.

Subordinator : at any time, a Person (including Big Cedar, L.L.C., a Missouri limited liability company, Bluegreen Vacations Unlimited, Inc., a Florida corporation and Guarantor) then required under the terms of this Agreement to subordinate Indebtedness owed to it by Borrower or a Guarantor to all or any part of the Obligations in accordance with the terms of a Subordination Agreement.

Tangible Net Worth: On a consolidated basis for Guarantor and its subsidiaries, at any date, (i) the sum of (a) capital stock taken at par or stated value plus (b) capital of Guarantor in excess of par or stated value relating to capital stock plus (c) retained earnings (or minus any retained earning deficit) of Guarantor plus (d) other comprehensive income plus (e) non-controlling interest plus (f) Subordinated Indebtedness plus (g) an amount not in excess of $600,000,000 of non-recourse receivables-backed notes payable as reported on the consolidated balance sheet of Guarantor, minus (ii) the sum of Intangible Assets, treasury stock, capital stock subscribed for and unissued and other contra-equity accounts, all determined and in accordance with GAAP.

Term : the duration of this Agreement, commencing on the Effective Date and ending when all of the payment Obligations have been Performed.

Timeshare Association : individually and collectively, as the context requires, the Big Cedar Timeshare Association and the Long Creek Timeshare Association.

Timeshare Declaration : individually and collectively, as the context requires, the Big Cedar Timeshare Declaration and the Long Creek Timeshare Declaration.

Timeshare Interest : a timeshare fee simple estate in the relevant Timeshare Project as established and provided in the applicable Timeshare Declaration, which consists of an undivided interest as tenant in common with other owners in the relevant Timeshare Program, including the appurtenant exclusive right to occupy and use a Unit for one or more periods per calendar year or per second calendar year of one "Unit Week", and subject to the then existing reservation rules and regulations of the applicable Timeshare Association, together with all appurtenant rights and interests, including without limitation, the right to make reservations pursuant to the reservation system pertaining thereto, and appurtenant use rights in and to common elements at the relevant Timeshare Project, easements, licenses, access and use rights in and to all of the facilities at the relevant Timeshare Project, all of which the Purchaser thereof directs Borrower to immediately convey to the Vacation Club Trustee and which the Vacation Club Trustee holds pursuant to the provisions of the Vacation Club Trust Agreement, at which time, the Purchaser becomes a member and Owner Beneficiary of the Vacation Club, is identified in a schedule attached to the Vacation Club Trust Agreement, as amended from time to time to include new Owner Beneficiaries, and is entitled to certain Owner Beneficiary Rights under the Vacation Club Trust Agreement and a specific number of Vacation Points corresponding to such rights, which Vacation Points may be used by the Owner Beneficiary for lodging for varying lengths of time at various Vacation Club resorts.

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Timeshare Management Agreement : individually and collectively, as the context requires, the Big Cedar Timeshare Management Agreement and the Long Creek Timeshare Management Agreement.

Timeshare Manager : individually and collectively, as the context requires, the Person from time to time employed by (i) the Big Cedar Timeshare Association to manage the Big Cedar Timeshare Program; and (ii) the Long Creek Timeshare Association to manage the Long Creek Timeshare Program, in each case, as of the Effective Date, being Bluegreen Resorts Management, Inc., a Delaware corporation.

Timeshare Program : individually and collectively, as the context requires, the Big Cedar Timeshare Program and the Long Creek Timeshare Program.

Timeshare Program Consumer Documents : the following documents used by Borrower in connection with the credit sale of Timeshare Interests at a Timeshare Project:

	(a)	Note Receivable (original duly endorsed to Lender's order with recourse pursuant to the form of endorsement attached hereto as Exhibit J);

	(b)	Deed of Trust (recorded original, if available, otherwise recorded Deed of Trust to be provided promptly after receipt);

	(c)	General Warranty Deed (original or copy);

	(d)	Service Disclosure Statement (original or copy);

	(e)	Good Faith Estimate of Settlement Charges (original or copy);

	(f)	HUD-1 Settlement Statement (original or copy);

	(g)	Truth-in-Lending Disclosure Statement (original or copy);

	(h)	Bluegreen Owner Beneficiary Agreement (original or copy);

	(1)	California Addendum to Owner Beneficiary Agreement (if Purchaser is a resident of California) (original or copy), if any;

	(2)	Nebraska Addendum to Owner Beneficiary Agreement (if Purchaser is a resident of Nebraska) (original or copy), if any;


	(i)	Assent to Execution of Documents (original or copy), if applicable;

	(j)	Certificate of Purchase of Owner Beneficiary Rights (if such purchase occurred after January 31, 2006) (original or copy);

	(k)	Owner Confirmation Interview (or Biennial Owner Confirmation Interview) (original or copy);

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	(l)	Receipt for Timeshare Documents (original or copy);

	(m)	Compliance Agreement (original or copy);

	(n)	Credit Application (original or copy);

	(o)	Evidence of FICO Score (original or copy) in the form set forth in Exhibit E to the Custodial Agreement;

	(p)	Illinois Public Offering Statement receipt (original or copy), if any; and

	(q)	Iowa Public Offering Statement receipt (original or copy), if any.

A sample form of each Timeshare Program Consumer Document in connection with the credit sale of Timeshare Interests at a Timeshare Project is attached hereto as Exhibits C-1 and C-2 ;

Timeshare Program Governing Documents : the Public Report, the Timeshare Declaration, any condominium declarations pertaining to a Timeshare Project, the Articles of Organization and bylaws for each Timeshare Association and for Bluegreen Inc., any and all rules and regulations from time to time adopted by each Timeshare Association and Bluegreen Inc., the Timeshare Management Agreement, the Vacation Club Trust Agreement, the Vacation Club Management Agreement, any subsidy agreement by which Borrower is obligated to subsidize shortfalls in the budget of the Timeshare Program in lieu of paying assessments, any affiliation agreements, any amenity agreements and any other existing and future contracts, agreements or other documents relating to the establishment, use, occupancy, operation, management, marketing, sale and maintenance of a Timeshare Project.

Timeshare Project : individually and collectively, as the context requires, the Big Cedar Project and the Long Creek Project.

Title Insurer : a title company which is acceptable to Lender and issues a Title Policy, including without limitation, First American Title Insurance Company.

Title Policy : in connection with each Purchaser Mortgage which is a part of the Receivables Collateral, an ALTA lender's policy of title insurance in an amount not less than the Borrowing Base of the Note Receivable secured by the Purchaser Mortgage, insuring Borrower's and its successors' and assigns' interest in the Purchaser Mortgage as a perfected, direct, first and exclusive lien on the Timeshare Interest(s) encumbered thereby, subject only to the Permitted Encumbrances, issued by Title Insurer and in form and substance attached hereto as Exhibits D-1 and D-2 .

Trading With The Enemy Act : as defined in Section 5.29 hereof.

Unit : a dwelling unit in a Timeshare Project.

Upgraded Note Receivable: a new Eligible Note Receivable made by the Purchaser under an existing Note Receivable (i) who has elected to terminate such Purchaser’s interest in an existing Timeshare Interest and related Owner Beneficiary Rights and Vacation Points (if any) in exchange

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for purchasing an upgraded Timeshare Interest of higher value than the existing Timeshare Interest and related Owner Beneficiary Rights and Vacation Points (if any) and (ii) whereby the Borrower releases the Purchaser from Purchaser’s obligations in respect of the existing Timeshare Interest and all related Owner Beneficiary Rights and Vacation Points (if any) in exchange for receiving (in substantially all cases) the new Eligible Note Receivable from the Purchaser secured by the upgraded Timeshare Interest and related Owner Beneficiary Rights and Vacation Points (if any).

Vacation Club : defined in the Background Statements.

Vacation Club Management Agreement : the management agreement from time to time entered into between the Vacation Club Trustee and the Vacation Club Manager for the management of the Vacation Club.

Vacation Club Manager : Bluegreen Resorts Management, Inc., a Delaware corporation, and such other Person from time to time employed by the Vacation Club Trustee to manage the Vacation Club.

Vacation Club Trust : the trust established pursuant to the Vacation Club Trust Agreement and in accordance with F.S. Ch. 721 (the Florida Vacation Plans and Timesharing Act).

Vacation Club Trust Agreement : means, collectively, that certain Bluegreen Vacation Club Amended and Restated Trust Agreement, dated as of May 18, 1994, by and among Bluegreen Vacations Unlimited, Inc., the Vacation Club Trustee, Bluegreen Resorts Management, Inc. and Bluegreen Vacation Club, Inc., as amended, restated or otherwise modified from time to time, together with all other agreements, documents and instruments governing the operation of the Vacation Club.

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

Vacation Points : the value placed upon a nightly or weekly occupancy of a timeshare unit pursuant to the terms of the Purchase Contract, which value may be set forth within the Demand Balancing Standard (as defined in the Vacation Club Trust Agreement).

Ward Financial : Ward Financial Company, a Pennsylvania corporation.

1.2 Other Definitional Provisions .

Capitalized terms used in this Agreement or in any Loan Document which are defined herein shall have the meanings set forth herein. Capitalized terms defined in the Preliminary Statements or elsewhere in this Agreement shall have the meanings assigned to them at the place first defined. As used herein, the term " this Agreement " shall include all exhibits, schedules and addenda attached hereto, all of which shall be deemed incorporated herein and made a part hereof. The definitions include the singular and plural forms of the terms defined. Any defined term which relates to a document, instrument or agreement shall include within its definition any amendments, modifications, supplements, renewals, restatements, extensions, or substitutions which may have

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been heretofore or may be hereafter executed in accordance with the terms hereof and thereof. Unless otherwise specified, references to particular section numbers shall mean the respective sections of this Agreement.

Accounting terms not defined herein will have the respective meanings given to them under GAAP. To the extent that the definitions of accounting terms herein are inconsistent with the meanings of such terms under GAAP, the definitions contained herein will control. The words " hereof ", " herein " and " hereunder " and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word " from " means "from and including" and the words " to " and " until " each means " to but excluding ", and reference to a numbered or lettered subdivision of an Article, section or paragraph shall include relevant matter within the Article, section or paragraph which is applicable to but not within such numbered or lettered subdivision. Whenever the words " including ", " include ", or " includes " are used in the Loan Documents, they shall be interpreted in a non-exclusive manner as though the words, "without limitation," immediately followed the same.

2. LOAN COMMITMENT; USE OF PROCEEDS

2.1 Loan Commitment .

(a) Determination of Advance Amounts . Lender hereby agrees, if Borrower has Performed all of the Obligations then due, to make an Advance to Borrower in accordance with the terms and conditions of this Agreement for the purposes specified in Section 2.3 . The maximum amount of the Advance shall be equal to the aggregate Borrowing Base for all Eligible Notes Receivable; provided, however, at no time shall the unpaid principal balance of the Loan exceed the Maximum Loan Amount.

(b) Nonrevolving Nature of Loan . The Loan is a nonrevolving credit facility and Borrower shall not have the right to reborrow Loan proceeds that have been previously repaid. Furthermore, in no event shall Borrower be entitled to obtain any supplementary or availability advances based upon the difference between the unpaid principal balance of the Loan and the Borrowing Base, or otherwise. The proceeds of the Loan will be advanced to Borrower in one single Advance.

2.2 Continuation of Obligations Throughout Term . This Agreement and Borrower's liability for Performance of the Obligations shall continue until the end of the Term.

2.3 Use of Advance . Borrower will use the proceeds of the Loan only for working capital, sales, marketing and other proper business purposes as it shall determine.

2.4 Repayment of Loan . The Loan shall be evidenced by the Note and shall be repaid in immediately available funds according to the terms of the Note and this Agreement.

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2.5 Interest . Except as otherwise provided in the Note or this Agreement, interest (" Basic Interest ") shall accrue on the unpaid principal balance of the Loan from time to time outstanding at the Basic Interest Rate. Basic Interest shall be calculated on the basis of the actual number of days elapsed during the period for which interest is being charged predicated on a year consisting of 360 days. That is, Basic Interest shall be computed by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days during the calendar month that the principal balance is outstanding. Interest shall accrue on funds as of the date Lender wires such funds to Borrower or to any escrow agent handling disbursement of the Advance. Payments of principal and any other amounts due and payable under the Loan Documents (other than Basic Interest) shall accrue interest at the Default Rate after the occurrence and continuation of an Event of Default. Borrower acknowledges and agrees that the Default Rate is reasonable in light of the increased risk of collection after the occurrence and continuation of an Event of Default.

2.6 Payments .

(a) All payments of principal, interest and fees on the Loan shall be made to Lender by federal funds wire transfer as instructed by Lender in immediately available funds. If any payment of principal, interest or fees to be made by Borrower becomes due on a day other than a Business Day, such payment will be due on the next succeeding Business Day and such extension of time will be included in computing any interest with respect to such payment.

(b) If any installment of interest and/or the payment of principal is not received by Lender within 10 days after the due date thereof, then in addition to the remedies conferred upon Lender pursuant to Section 7.2 hereof and the other Loan Documents, Lender may elect to assess a late charge of 5% of the amount of the installment due and unpaid, which late charge will be added to the delinquent amount to compensate Lender for the expense of handling the delinquency; provided, however, no late charge shall be imposed upon a payment to repay the Loan upon the Maturity Date or upon acceleration of the Loan. Borrower and Lender agree that such late charge represents a good faith and fair and reasonable estimate of the probable cost to Lender of such delinquency. Borrower acknowledges that during the time that any such amount is in default, Lender will incur losses which are impracticable, costly and inconvenient to ascertain and that such late charge represents a reasonable sum considering all of the circumstances existing on the date of the execution of this Agreement and represents a reasonable estimate of the losses Lender will incur by reason of late payment. Borrower further agrees that proof of actual losses would be costly, inconvenient, impracticable and extremely difficult to fix. Acceptance of such late charge will not constitute a waiver of the default with respect to the overdue installment, and will not prevent Lender from exercising any of the other rights and remedies available hereunder.

2.7 Minimum Required Payments .

(a) Periodic Loan Payments . All payments ( i.e. , principal, interest, late charges and fees) made on account of Notes Receivable pledged to Lender shall be paid to Lender. On each Business Day, until the Maturity Date or the date on which the Loan is paid in full, whichever date first occurs, Borrower will pay or cause to be paid to Lender (through Lender's lockbox account in Lender’s name maintained under the Lockbox Agreement) 100% of all proceeds (except servicing

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fee payments and those payments described in Section 3.2(a)(ii) ) of the Receivables Collateral (including all ACH ( i.e. , automated clearinghouse system) payments and checks) then collected under the Notes Receivable which constitute part of the Receivables Collateral . Such proceeds shall be applied by Lender against the unpaid principal balance of the Loan on Wednesday of each week and on the last day of each calendar month, or if not a Business Day, on the next succeeding Business Day. Regardless of whether the proceeds of the Receivables Collateral are sufficient for that purpose, (i) interest on the principal balance of the Loan from time to time outstanding and accruing during a particular calendar month shall be due and payable in arrears on the 10 ^th day of the next succeeding calendar month and (ii) the Loan shall be due and payable in full on the Maturity Date.

(b) Borrowing Base Step-Down . The Borrowing Base shall initially be set at 85% of the unpaid principal balance of Eligible Notes Receivable and shall be reduced annually on successive anniversary dates of the Effective Date according to the following schedule:

Months after the Effective Date	Borrowing Base
1-12	85%
13-24	83%
25-36	78%
37-48	70%
49 and thereafter	55%

Borrower shall maintain the Borrowing Base according to the schedule above and in accordance with Section 2.7(c) .

(c) Borrowing Base Maintenance . If there exists a Borrowing Base Shortfall during any calendar month for any reason including by reason of the fact that a particular Note Receivable is no longer an Eligible Note Receivable, then within twenty (20) days after the date of the Borrowing Base Certificate delivered to Lender pursuant to Section 6.1(d)(v) showing such Borrowing Base Shortfall, Borrower will at its sole option either (a) make to Lender a principal payment in an amount equal to the Borrowing Base Shortfall plus accrued and unpaid interest on such principal payment or (b) deliver to Lender one or more Eligible Notes Receivable having an aggregate Borrowing Base not less than the Borrowing Base Shortfall; provided, however, such Eligible Notes Receivable may have an aggregate Borrowing Base less than the Borrowing Base Shortfall so long as Borrower simultaneously pays to lender the difference in cash. Simultaneously with the delivery of Eligible Notes Receivable to correct a Borrowing Base Shortfall, Borrower will deliver to Lender all of the items (except for a Request for Loan Advance) required to be delivered by Borrower to Lender pursuant to Section 4.2 , together with a " Borrower's Certificate " in form and substance identical to Exhibit E . Lender will reassign and endorse to Borrower, without recourse or warranty of any kind, an ineligible Note Receivable if: (a) no Event of Default or Incipient Default exists; (b) Borrower has made all principal payments and Performed all replacement obligations as required above in connection with the Borrowing Base Shortfall and as a result there is no Borrowing Base Shortfall; and (c) Borrower has requested Lender in writing to release the ineligible Note Receivable. Borrower will prepare the reassignment document which shall be in form and substance substantially identical to Exhibits F-1 and/or F-2 and will deliver it to Lender for execution. Lender will send or cause to be sent to Borrower the reassignment

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document and the Note Receivable being reassigned within a reasonable time (not to exceed 20 days) after satisfaction of the conditions precedent specified above.

In addition to, and not in limitation of the foregoing, and upon the request of Borrower from time to time otherwise during the Term, but no more frequently than once per calendar month, Lender will reassign and endorse to Borrower, without recourse or warranty of any kind, an ineligible Note Receivable if: (a) no Event of Default or Incipient Default exists; (b) there is no Borrowing Base Shortfall; and (c) Borrower has requested Lender in writing to release such ineligible Note Receivable. Borrower will prepare the related reassignment document which shall be in form and substance substantially identical to Exhibits F-1 and/or F-2 and will deliver it to Lender for execution. Lender will send or cause to be sent to Borrower the reassignment document and the Note Receivable being reassigned within a reasonable time (not to exceed 20 days) after satisfaction of the conditions precedent specified above.

(d) Upgrades . If a particular pledged Note Receivable that has been pledged to Lender pursuant to this Agreement is cancelled due to an upgrade in respect of the related Timeshare Interest, then within thirty-one (31) days after the date of the occurrence of such upgrade, Borrower will at its sole option either (a) make to Lender a principal payment in an amount equal to the Borrowing Base of the Note Receivable that was upgraded or (b) deliver to Lender one or more Eligible Notes Receivable (which may be Upgraded Notes Receivable) having an aggregate unpaid principal balance not less than the unpaid principal balance of the Note Receivable that was upgraded; provided, however, such Eligible Notes Receivable may have an aggregate Borrowing Base less than the Borrowing Base Shortfall so long as Borrower simultaneously pays to lender the difference in cash. Simultaneously with the delivery of such Eligible Notes Receivable, Borrower will deliver to Lender all of the items (except for a Request for Loan Advance) required to be delivered by Borrower to Lender pursuant to Section 4.2 , together with a " Borrower's Certificate " in form and substance identical to Exhibit E . Lender will reassign and/or endorse to Borrower, without recourse or warranty of any kind, the Note Receivable that was cancelled due to an upgrade if: (a) no Event of Default or Incipient Default exists; (b) Borrower has made all principal payments and/or Performed all replacement obligations as required above in connection with the such upgrade; and (c) Borrower has requested Lender in writing to release such Note Receivable. Borrower will prepare the reassignment document which shall be in form and substance identical to Exhibits F-1 and F-2 and will deliver it to Lender for execution. Lender will send Borrower the reassignment document and the Note Receivable being reassigned within a reasonable time (not to exceed 20 days) after satisfaction of the conditions precedent specified above. Borrower shall make the principal payment and/or Perform the replacement obligations required above in connection with an upgrade even if the cancellation of a particular pledged Note Receivable does not create a Borrowing Base Shortfall.

2.8 Prepayment .

(a) Prohibitions on Prepayment; Prepayment Premium . Without the prior written consent of Lender, Borrower shall not be entitled to prepay the Loan except in accordance with the terms of this Agreement. Commencing on the Opening Prepayment Date, Borrower shall have the option to prepay the Loan in full, or in part, upon not less than 30 days prior written notice and the simultaneous payment of a prepayment premium (the " Prepayment Premium ") equal to the

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following percentage of the amount of the then outstanding principal balance of the Loan which is being prepaid:

Months occurring after the Opening Prepayment Date	Prepayment Premium
1-12	3%
13-24	2%
24-36	1%
37-84	0%

In the event Lender agrees to voluntarily accept a prepayment prior to the Opening Prepayment Date, or is compelled to accept a prepayment prior to the Opening Prepayment Date, Borrower agrees to pay Lender a prepayment premium equal to 5% of the then outstanding principal balance of the Loan which is being prepaid. No prepayment shall relieve the Borrower of its obligation to make regularly scheduled payments of principal and interest as required under this Agreement.

(b) Exceptions to Prepayment Prohibitions . Notwithstanding anything in Section 2.8(a) to the contrary, the following shall not be prepayments prohibited pursuant to Section 2.8(a) or require the payment of the Prepayment Premium: (i) principal payments scheduled under the Note including those payments required pursuant to Section 2.7 ; (ii) prepayments of the Loan resulting from prepayments of the Collateral by Purchasers which have not been solicited by Borrower in breach of the terms and conditions of Section 6.2(e) ; or (iii) prepayments resulting from the acceleration of the Loan under the Loan Documents. Any such prepayment shall not relieve Borrower of its obligation to make all regularly scheduled payments due under the Loan Documents.

(c) Prepayment Premium Payable for Involuntary Prepayments . The Prepayment Premium shall be payable if the prepayment of the Loan is voluntary but shall not be required because repayment of the Loan has been accelerated pursuant to any of Lender's rights under the Loan Documents (including any right to accelerate following casualty or condemnation or when an Event of Default exists).

2.9 Loan Fee . On the Effective Date, Borrower shall pay to Lender the Loan Fee and such payment shall be a condition to the closing of the Loan. The Loan Fee was fully earned as of the Effective Date in consideration for Lender's agreement to fund the Advance in accordance with the terms of this Agreement. Regardless of whether Borrower repays or is required to repay the Loan prior to the end of the Maturity Date, Borrower will not be entitled to any refund of the Loan Fee.

2.10 Application of Proceeds of Collateral and Payments . Notwithstanding anything in the Loan Documents to the contrary, the amount of all payments or amounts received by Lender with respect to the Loan (other than servicing fee payments and those payments described in Section 3.2(a)(ii) ) shall be applied in the following order of priority: (a) to any past due payments of interest on the Loan and to accrued interest on the Loan through the date of such payment, including any interest at the Default Rate; (b) to any late fees, examination fees and expenses, collection fees and

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expenses and any other fees and expenses due to Lender in its capacity as Lockbox Agent or otherwise under the Loan Documents in connection with the Loan; and (c) to the unpaid principal balance of the Loan. In calculating interest and applying payments as set forth above: (i) interest on the Loan shall be calculated and collected through the date payment is actually received by Lender; (ii) interest on the outstanding balance of the Loan shall be charged during any grace period permitted under the Loan Documents; (iii) at the end of each month, at the reasonable discretion of Lender, all past due interest and other past due charges provided for under the Loan Documents with respect to the Loan shall be added to the principal balance of the Loan; and (iv) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower's benefit that is subsequently invalidated, set aside or required to be repaid to any other Person, then, to such extent, the Obligations in connection with the Loan shall be revived and continue as if such payment or proceeds had not been received by Lender and Lender may adjust the Loan balance as Lender, in its discretion, deems appropriate as indicated under the circumstances. The provisions of this Section 2.10 are also subject to the parties' rights and obligations under the Loan Documents as to the application of proceeds of the Collateral following an Event of Default.

2.11 Borrower's Unconditional Obligation to Make Payments . Whether or not the proceeds from the Receivables Collateral shall be sufficient for that purpose, Borrower will pay when due all payments required to be made pursuant to any of the Loan Documents, Borrower's obligation to make such payments being absolute and unconditional.

3. SECURITY

3.1 Grant of Security Interest in Receivables Collateral .

(a) Grant . To secure the payment and Performance of all of the Obligations, Borrower hereby grants to Lender a security interest in and collaterally assigns to Lender the Receivables Collateral. Such security interest shall be absolute, continuing, perfected, direct, first, exclusive and applicable to all existing and future Receivables Collateral, and shall secure all the Advance and all of the Obligations. To further secure the payment and Performance of the Obligations, Borrower hereby grants to Lender a security interest in the Borrower Bank Accounts. IT IS THE EXPRESS INTENT OF BORROWER THAT ALL OF THE COLLATERAL SHALL SECURE ONLY OBLIGATIONS UNDER THE LOAN DOCUMENTS. All liens and security interests shall be first priority liens and security interests. Borrower and Lender hereby agree that this Agreement shall be deemed to be a security agreement under the Uniform Commercial Codes of the State of Arizona, the State of Delaware and the State of Missouri. Accordingly, in addition to any other rights and remedies available to Lender hereunder, Lender shall have all the rights of a secured party under the Arizona, Delaware and Missouri Uniform Commercial Codes.

(b) Assigned Notes Receivable . Borrower will collaterally assign, endorse to Lender, with full recourse, and deliver to Lender or, at Lender's request, to Lender's Custodial Agent all Notes Receivable which are part of the Receivables Collateral. The original or copy of each Purchase Contract for each Note Receivable pledged to Lender and all security agreements and the documents collateral thereto shall be assigned to Lender and delivered to Lender or, at Lender's request, to its Custodial Agent. Borrower further warrants and guarantees the enforceability of the

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Receivables Collateral. Lender is hereby appointed Borrower's attorney-in-fact to take any and all actions in Borrower's name and/or on Borrower's behalf deemed necessary or appropriate by Lender with respect to the remittance of payments (including the endorsement of payment items) received on account of the Receivables Collateral. Borrower authorizes Lender to file a UCC-1 Financing Statement in the form attached to a pre-approved pre-filing authorization letter and confirms Lender's authority to pre-file the UCC-1 Financing Statement as of the date of the pre-filing authorization letter.

3.2 Lockbox Collections and Servicing; Reconciliation Reports .

(a) Collections .

(i) Lockbox Agent shall deposit payments on the Notes Receivable constituting part of the Receivables Collateral and remit those collected payments to Lender on each Business Day according to the terms of the Lockbox Agreement, at Borrower's sole cost and expense. Lender shall apply such payments against the Loan on Wednesday of each week and on the last day of each calendar month, or if not a Business Day, on the next succeeding Business Day. Payments shall not be deemed received by Lender until Lender actually receives such payments from Lockbox Agent. Servicing Agent shall perform the monthly reporting services required by Lender with regard to the Receivables Collateral as set forth in the Servicing Agreement, all at Borrower's sole cost and expense.

(ii) In the event that the collections received by Lender include payments for items other than principal and interest payable under the Notes Receivable assigned to Lender ( e.g. , tax and insurance impounds, maintenance and other assessment payments, late charges, "NSF" or returned check charges, etc.), Lender shall remit such other payments back to Borrower no more frequently than once per calendar month provided that (i) no Event of Default or Incipient Default exists, (ii) Borrower requests in writing that Lender remit such other payments back to Borrower, (iii) Borrower specifically identifies (inclusive of the amount of) such other payments, (iv) Borrower provides Lender with back-up to support the claim that such payments should not be part of the proceeds of Collateral, and (v) if such amount is actually remitted to Borrower, then Lender may adjust the Loan balance to reflect such remittance.

(b) Reports . Lender may, upon written notice to Borrower and Servicing Agent, request a written reconciliation from Borrower and Servicing Agent reconciling the difference between the payments actually received by Lockbox Agent during the subject month and the payments stated in the servicing report to have been made by the Purchasers under Notes Receivable assigned to Lender. Borrower shall provide and shall cause Servicing Agent to provide Lender with such servicing report within 10 Business Days of Borrower's receipt of Lender's request. To the extent that Lender is not satisfied, in its sole and absolute discretion, with said servicing report, then upon written notice to Borrower, Borrower shall pay to Lender within 5 Business Days of such notice the amount by which the payments stated in the servicing reports to have been made by the Purchasers under the Notes Receivable assigned to Lender exceed the payments actually received by Lockbox Agent during the subject month, which difference is not reconciled to Lender's reasonable satisfaction.

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(i) Each Purchaser under a Note Receivable assigned to Lender shall be directed by Borrower or Servicing Agent, in writing, to make all payments on account of such Note Receivable (A) by automatic debit to such Purchaser's bank account, to be initiated by and to be paid to Lockbox Agent; or (B) by check payable to the order of Borrower and mailed to the Lockbox Agent at the address specified in the Lockbox Agreement;

(ii) Borrower or Servicing Agent shall deliver to Lender at the Effective Date, the form of notice to be delivered to Purchasers advising them of the collateral assignment of their Note Receivable to Lender and directing that all payments on account of such Purchaser's Note Receivable be made as directed in such notice, which notice (the " Notice to Purchasers ") shall be in the form attached hereto as Exhibit G signed by Borrower or Servicing Agent.

(iii) In addition, upon the occurrence and continuance of an Event of Default, Borrower hereby grants to Lender a power of attorney, by and on behalf of Borrower and in the name of Borrower and at Borrower's cost, to give notice in writing or otherwise, in such form or manner as Lender may deem advisable in its sole discretion, to each Purchaser of such assignment in favor of Lender with direction to make all payments on account of such Purchaser's Note Receivable in accordance with such instructions as Lender may deem advisable in its sole discretion. This power of attorney is coupled with an interest and is irrevocable.

(iv) Borrower authorizes Servicing Agent (but Servicing Agent shall not be obligated) to communicate at any time and from time to time with any Purchaser or any other Person primarily or secondarily liable under a Note Receivable assigned to Lender with regard to the lien of Lender thereon and any other matter relating thereto and to request from such Purchaser or other Person any information related thereto.

3.3 Custodial Agent; Backup Servicing Agent . The Custodial Agent shall act as Lender's exclusive agent to maintain custody of the Notes Receivable and other Receivables Collateral and to assist in the perfection of Lender's liens in the Notes Receivable and other Receivables Collateral. Borrower agrees not to interfere with the Custodian's performance of its duties under the Custodial Agreement or to take any action that would be inconsistent in any way with the terms of the Custodial Agreement. Any custodial fees, if any, and the costs and expenses of the Custodial Agent shall be paid by Borrower. Borrower shall cause Servicing Agent to engage the Backup Servicing Agent as a condition of the closing of the transaction contemplated hereby. Any backup servicing fees and the costs and expenses of the Backup Servicing Agent shall be paid by Borrower.

3.4 Replacement of Agents . Lender shall have the right at such times as are provided in the applicable agreement, upon written notice to Borrower, (i) to transfer the servicing of the Notes Receivable to the Backup Servicing Agent or to an alternate Qualified Servicing Agent in accordance with the terms of the Servicing Agreement and/or (ii) to transfer the custodial activities in connection with Notes Receivable to an alternate qualified Custodial Agent in accordance with the

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terms of the Custodial Agreement and/or (iii) to transfer the backup servicing of the Notes Receivable to an alternate qualified Backup Servicing Agent in accordance with the terms of the Backup Servicing Agreement. The custodial fees, servicing fees, lockbox fees and the costs and expenses of the Servicing Agent, Backup Servicing Agent, Lockbox Agent and Custodial Agent shall be timely paid by Borrower. The determination of a successor to the then existing Custodial Agent, the then existing Backup Servicing Agent and the existing Servicing Agent shall be made by the mutual agreement of the Lender and the Borrower unless there then exists an Event of Default or, in connection with the appointment of a successor to Bluegreen as the Servicing Agent, unless there has occurred a Termination Event (as defined in the Servicing Agreement). For purposes of this Section 3.4 , a " Qualified Servicing Agent " shall mean 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 the Lender or an Affiliate of the Lender.

3.5 Maintenance of Security . Borrower will deliver or cause to be delivered to Lender and/or the Custodial Agent and will maintain or cause to be maintained in full force and effect throughout the Term (except as otherwise expressly provided in such Loan Document), as security for the Performance of the Obligations, the Security Documents and all other security required to be given to Lender pursuant to the terms of this Agreement.

3.6 Liability of Guarantor . The payment and Performance of the Obligations shall be jointly, severally, primarily and unconditionally guaranteed by Guarantor as set forth in the Guaranty.

4. CONDITIONS PRECEDENT TO ADVANCE; METHOD OF DISBURSEMENT

4.1 Closing Conditions . The obligation of Lender to consummate the transaction contemplated by this Agreement is subject to the fulfillment or waiver of each of the following conditions to the satisfaction of Lender, in the exercise of its sole discretion:

(a) Loan Documents . Borrower shall have delivered to Lender the Loan Documents, duly executed, delivered and in form and substance satisfactory to Lender.

(b) Opinions . Borrower shall have delivered to Lender a favorable opinion or opinions from independent counsel for Borrower and Guarantor with respect to matters reasonably requested by Lender.

(c) Organizational Documents . Borrower shall have delivered to Lender (i) the Articles of Organization of Borrower, each Timeshare Association, Guarantor and (if any) other sureties for the Obligations and, if applicable, their respective managers, members and partners, to the extent any such entity is not a natural person; (ii) the Resolutions of Borrower, Guarantor and (if any) other sureties for the Obligations and, if applicable, their respective managers, members and partners, to the extent any such entity is not a natural person, authorizing the execution and delivery of the Loan Documents, the transactions contemplated thereby and such other matters as Lender may require; and (iii) a certificate of good standing for Borrower, each Timeshare Association, Guarantor

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and (if any) other sureties for the Performance of the Obligations and, if applicable, their respective managers, members and partners, to the extent any such entity is not a natural person, from the state of its organization and from the states of, as applicable, Florida and Missouri.

(d) Credit Reports; Search Reports . Lender shall have received, in form and substance satisfactory to Lender, the results of UCC searches with respect to Borrower, each Timeshare Association, and the Guarantor, credit references for Borrower and Guarantor and lien, litigation, judgment and bankruptcy searches for Borrower, Guarantor, and each Timeshare Association, conducted in such jurisdictions and for such other entities as Lender deems appropriate in order to verify, among other things, that (i) Lender has a first priority perfected lien on and security interest in all of the Collateral, (ii) there are no judgments, tax liens or bankruptcy filings affecting the Borrower, the Guarantor or any Timeshare Project, and (iii) there is no material litigation outstanding affecting Borrower or the Guarantor (other than as disclosed in the Guarantor's public filings made with the United States Securities and Exchange Commission).

(e) Timeshare Project Due Diligence . Borrower shall deliver to Lender the following due diligence items at least 15 days before the Effective Date (unless otherwise waived by the Lender in writing), all of which must be satisfactory in form and substance to Lender in its sole and absolute discretion:

(i) Taxes and Assessments . Copies of the most recent tax bills for each Timeshare Project and evidence satisfactory to Lender that all taxes and assessments on each Timeshare Project have been paid.

(ii) Survey . A current survey map acceptable to Lender of each Timeshare Project prepared by a licensed land surveyor acceptable to Lender in accordance with the "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys" jointly established and adopted by ALTA, ACSM and NSPS in 2005, certified to Lender and to the Title Insurer in writing and showing each Timeshare Project, evidence of access to each Timeshare Project, all easements necessary for the operation and use of each Timeshare Project, and such other details as Lender may reasonably require; and/or at Lender's option, a condominium map if any part of a Timeshare Project has been dedicated to a condominium regime. Notwithstanding the foregoing, on or before October 8, 2010, Borrower shall deliver to Lender a boundary survey for the Big Cedar Project, in a form reasonably acceptable to Lender and certified to Lender, and such delivery shall satisfy the foregoing condition as to the Big Cedar Project.

(iii) Permits and Approvals . All permits, licenses, approvals, consents and certificates for the ownership, occupancy, use and operation of each Timeshare Project for timeshare and other intended uses, including any necessary architectural committee approvals and the Minimum Required Timeshare Approvals and all permits, licenses, approvals or consents necessary for the operation of the Vacation Club.

(iv) Zoning, Access, Parking and Utilities . Evidence of (i) zoning of each Timeshare Project for timeshare and other intended uses and all approvals required for such

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uses under applicable law and under any covenants, conditions and restrictions, and (ii) adequate access to and parking for each Timeshare Project for timeshare and hotel uses.

(v) Flood Zone . Evidence that no Timeshare Project is located within a wetlands area or flood prone area or, if within a wetlands area or flood zone, evidence that flood insurance has been obtained.

(vi) Timeshare Project Agreements . A copy of all material marketing contracts, sales agreements, management contracts, amenity agreements, service contracts, operating agreements, equipment leases, space leases and other agreements pertaining to each Timeshare Project which are necessary for the sale, operation and intended timeshare use of such Timeshare Project and are not otherwise required pursuant to another item in this Section.

(vii) Insurance . A certified copy of each Insurance Policy and copies of the most current paid insurance premium invoice for each such Insurance Policy together with evidence supporting the replacement cost for each Timeshare Project and a mortgagee/loss payee/additional insured endorsement or certificate holder designation in favor of Lender or other proof of insurance as evidenced by a certificate of insurance, reasonably acceptable to Lender. The Lender acknowledges that the certificates of insurance delivered to it prior to or as of the Effective Date are acceptable, subject to the requirement that the certificate of insurance as to liability insurance be modified to provide substantially that the insurer or its agent will endeavor to provide 30 days notice of cancellation, but in no event less than 10 days notice of cancellation, before such insurance coverage is cancelled.

(viii) Quiet Enjoyment Rights . Evidence that each owner of a Timeshare Interest within a Timeshare Project will have available to it the quiet and peaceful enjoyment of the Timeshare Interest (including promised amenities and necessary easements) owned by it which cannot be disturbed so long as such owner is not in default of its obligations to pay the purchase price of its Timeshare Interest, to pay assessments to the applicable Timeshare Association, and to comply with reasonable rules and regulations pertaining to the use of the Timeshare Interests and further evidence of the existence of nondisturbance agreements from all lessors, lienholders or other entities who may affect any Timeshare Project or the Reservation System for a Timeshare Project.

(ix) Timeshare Documents . A copy of the Timeshare Program Consumer Documents and the Timeshare Program Governing Documents corresponding to each Timeshare Project, including information concerning the anticipated income from assessments and/or subsidies, of the Timeshare Association, all of which shall be satisfactory to Lender.

(x) Title Policy . For each Timeshare Project, copies of all documents of record affecting such Timeshare Project and a proforma Title Policy endorsement, together with an irrevocable commitment from the Title Insurer to issue the Title Policy endorsement in favor of the Borrower and its successors and assigns.

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(xi) Compliance with Laws . Satisfactory evidence that Borrower and each Timeshare Project is in material compliance with all applicable laws, regulations and ordinances, including, without limitation: (a) lender licensing laws; (b) timeshare and condominium laws; (c) environmental protection laws; (d) erosion control ordinances; (e) doing-business and/or licensing laws; (f) laws protecting disabled or handicapped persons; (g) zoning laws; and (h) land use, building code, fire code and similar laws.

(xii) Checklist Items . Those documents and items of due diligence listed on the Closing Checklist attached hereto as Exhibit H .

(xiii) Existing Loan Documents . Copies of all publicly filed loan documents with Borrower's other lenders (including GE Capital and Residential Funding).

(f) Site Inspection and Due Diligence . Lender shall have visited each Timeshare Project and have performed a due diligence review of each Timeshare Project, Borrower and each Timeshare Association, and shall be satisfied with the results thereof.

(g) Subordinate Debt . Borrower shall provide Lender with the terms and conditions of and other details concerning the Indebtedness (if any) which is intended to be the subject matter of the Subordination Agreement.

(h) Exchange Affiliation . Borrower shall provide Lender with evidence that the Vacation Club is affiliated with Resort Condominiums International, LLC, which affiliation encompasses the Timeshare Projects.

(i) Existing Indebtedness . Borrower shall provide Lender with a schedule or other evidence of the Existing Indebtedness and the terms and conditions of and other details concerning the Existing Indebtedness together with true and correct copies of the loan documents which evidence or secure such Indebtedness. There shall exist no event of default or incipient default under the Existing Indebtedness. Lender shall be satisfied with all aspects of the Existing Indebtedness, including the amount of the Existing Indebtedness, the release price and amortization period associated therewith and the collateral securing the same.

(j) Payment of Expenses . Borrower shall have paid or shall have made arrangements satisfactory to Lender for the payment of all reasonable costs and expenses incurred by Lender in connection with the documentation, negotiation, and closing of the Loan, including the Loan Fee due on the Effective Date, all reasonable attorneys' fees and expenses and all recording fees, taxes, title premiums, and other expenses associated therewith.

(k) Budget and Financial Information . Borrower shall provide Lender with (i) the current budget for each Timeshare Association, current financial statements for Borrower and Guarantor, certified correct by the chief financial officer (or the equivalent) of the Borrower, as to the Borrower's financial statements, and (ii) the most recent federal income tax returns filed by Borrower and Guarantor.

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(l) First Right of Refusal . Lender shall have received satisfactory evidence that any first right of refusal rights held by any other lender of Borrower has been waived with respect to the Loan.

(m) Collateral Releases . Residential Funding has released its existing lien on various construction items, in the management agreements pertaining to the Timeshare Projects, all contracts, licenses, intangibles and permits pertaining to the Timeshare Projects, and the other items of collateral described in the draft collateral releases approved by Lender.

4.2 Conditions Precedent to Advance . Borrower shall have delivered to Lender the following items prior to the Advance, all of which must be satisfactory in form and substance to Lender in its sole and absolute discretion.

(a) Request for Advance . A Request for Loan Advance substantially in the form and substance of Exhibit I .

(b) Timeshare Documents . Borrower shall provide Lender, or the Custodial Agent to the extent directed by Lender, at least ten (10) days prior to the Advance (or such fewer number of days prior to the Advance as Lender may determine), with those Timeshare Program Consumer Documents required to be delivered to the Custodial Agent pursuant to the Custodial Agreement.

(c) Receivables Schedules . A schedule of the Notes Receivable for which Borrower is seeking the Advance at least fifteen (15) days (or such fewer number of days as Lender may determine) prior to the Advance, which shall show, without limitation, the unpaid principal balance of each such Note Receivable, the rate of interest at which such Note Receivable accrues, the FICO Score for the Purchaser under each such Note Receivable, the weighted average FICO Score, the amount of down payment made by such Purchaser, the original term of such Note Receivable and, if any installment thereunder is past due, the number of days of such delinquency. Such schedule shall otherwise be in form and content satisfactory to Lender and shall be certified correct by the Chief Financial Officer or equivalent of Borrower.

(d) Assignment . Assignments in recordable form and otherwise substantially in the form and substance of Exhibits A-1 and A-2 to this Agreement shall be prepared, properly completed, executed and acknowledged assigning the Notes Receivable and Purchaser Mortgages covered by item (b) above;

(e) Promised Improvements . If not previously furnished, evidence to Lender that: (i) all Timeshare Interests which are the subject of the Notes Receivable covered by item (b) above have all on-site and off-site improvements thereto that are then required to be completed pursuant to the Timeshare Program Consumer Documents, Timeshare Program Governing Document and applicable law and necessary and promised utilities are available; (ii) all Units and amenities which are required to be provided to Purchasers obligated on the Notes Receivable covered by item (b) above pursuant to the Timeshare Program Consumer Documents, Timeshare Program Governing Documents and applicable law, have been completed in accordance with all applicable building codes and are fully furnished, necessarily equipped and will be available for use by Purchasers

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without disturbance or termination of their use rights so long as they are not in default of their obligations under the Notes Receivable; and (iii) all furnishings in the Units and amenities are owned (or will be owned in accordance with applicable Legal Requirements) by an owners' association or associations in which the Purchasers are members, free of charges, liens and security interests other than the Permitted Encumbrances.

(f) Servicing Agent Confirmation . If requested by Lender, written confirmation from the Servicing Agent that it has not received notice of any complaint, demand, set-off, or claim by any Person, including any Purchaser, with respect to the Notes Receivable covered by item (b) above (other than as to routine matters involving the servicing of a Note Receivable) and certifying the unpaid total payments due under the unpaid principal balance of such Notes Receivable.

(g) Title Policy . A commitment to issue a Title Policy endorsement with respect to each Purchaser Mortgage covered by item (b) above in the forms attached hereto as Exhibits D-1 and D-2 . The endorsement shall be issued with an "effective date" of one second prior to the recording of the Assignment.

(h) Report from Custodial Agent. . Lender shall have received a satisfactory Certification of Custodian from the Custodial Agent pursuant to the Custodial Agreement with regard to the Notes Receivable which are the subject of the contemplated Advance. In that regard, the parties acknowledge that the Custodial Agent may indicate an exception with regard to a particular Note Receivable but as a result of the definition of Eligible Notes Receivable, that particular Note Receivable may be eligible. For example, the Custodial Agent may have noted as an exception, the fact that a particular Purchaser has a FICO Score below 620. However, that particular Purchaser may qualify under the particular eligibility criteria dealing with 620/575 FICO Score Notes Receivable. Lender agrees, within 10 Business Days following receipt of such exception report, to evaluate such report with the Borrower and render as eligible any Notes Receivable shown as ineligible under the Custodial Agent's exception report to the extent such Note Receivable satisfies all of the criteria for an Eligible Note Receivable.

(i) Documents Received and Recorded . Custodial Agent shall receive from the Title Insurer or such other Person approved by Lender, telecopied Confirmation of Recording in the form of Exhibit K hereto.

(j) Title Policy . Within fifteen (15) days following the recording of the Assignments, Borrower shall cause to be delivered to Custodial Agent the original Title Policy, as endorsed, in the forms attached hereto as Exhibits D-1 and D-2 .

(k) Event of Default . No Event of Default or Incipient Default has occurred and is continuing, or would result from such Advance or from the application of the proceeds therefrom.

(l) Representations and Warranties . The representations and warranties of Borrower and any Guarantor contained in the Loan Documents are true and correct in all material respects on and as of the date of the requested disbursement, before and after giving effect thereto and to the application of the proceeds therefrom, as though made on and as of such date.

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(m) No Violation of Usury Law . The interest rate applicable to the Advance (before giving effect to any savings clause) will not exceed the maximum rate permitted by Applicable Usury Law.

(n) Payment of Fees . Borrower shall have paid to Lender the Loan Fee and all other fees which are required to be paid at the time of the Advance.

(o) Condemnation or Litigation . There shall exist no condemnation proceeding or litigation pending or, to the best of Borrower’s knowledge, threatened against any Unit or any Timeshare Interest in a Timeshare Project or against Borrower which would in any way, in Lender's judgment, impair or affect the full utilization of a Timeshare Project or materially adversely affect a Timeshare Project, Borrower or the Collateral taken as a whole.

(p) Other Items . If requested by Lender, such other items which are reasonably necessary to evaluate the request for the Advance and the satisfaction of the conditions precedent thereto.

4.3 Conditions Satisfied at Borrower's Expense . The conditions to the Advance shall be satisfied by Borrower at its expense.

4.4 Disbursement of Advance . The Advance shall be payable to Borrower. The Advance shall be disbursed by wire transfer. Borrower will pay Lender's reasonable charge in connection with any wire transfer. Lender may, at its option, withhold from the Advance any sum (including costs and expenses) then due to it under the terms of the Loan Documents or which Borrower would be obligated to reimburse Lender pursuant to the Loan Documents if first paid directly by Lender.

4.5 No Waiver . Although Lender shall have no obligation to make the Advance unless and until all of the conditions precedent to the Advance have been satisfied, Lender may, at its discretion, make the Advance prior to that time without waiving or releasing any of the Obligations.

5. REPRESENTATIONS AND WARRANTIES

As an inducement to Lender to execute this Agreement, make the Loan, and disburse the proceeds of the Loan, Borrower represents and warrants to Lender the truth and accuracy of the matters set forth in this Article 5 .

5.1 Good Standing . Borrower, Guarantor, Bluegreen Inc. and each Timeshare Association are duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and are in good standing and authorized to do business in each jurisdiction where at any time the location or nature of their properties or their business makes such good standing and qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the business or financial condition of any such Persons or the validity or enforceability of any Notes Receivable. Borrower, Guarantor, Bluegreen Inc. and each Timeshare Association have full power and authority to carry on their business and own their property. Each Timeshare Association has the full power and authority to perform its/the obligations under the applicable Timeshare Declaration and its applicable Timeshare Management Agreement. The

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Vacation Club Trustee is duly organized and validly existing as a corporation under the laws of the State of Florida. The Vacation Club is a validly existing multi-site timeshare plan under F.S. Ch. 721. The Vacation Club Trust Agreement has been accepted for filing under F.S. Ch. 721.

5.2 Power and Authority; Enforceability . Borrower and Guarantor have full power and authority to execute and deliver the applicable Loan Documents and to Perform the Obligations, and to own, pledge, mortgage, hypothecate and otherwise encumber and operate its property. All action necessary and required by Borrower's and Guarantor's Articles of Organization and all other Legal Requirements for Borrower to obtain the Loan, and for Borrower and Guarantor to execute and deliver the Loan Documents and all other documents and instruments which have been or will be executed and delivered in connection with the Loan Documents and to Perform the Obligations has been duly and effectively taken. The applicable Loan Documents are and, to Borrower's knowledge, shall be, legal, valid, binding and enforceable against Borrower and Guarantor; and do not violate the Applicable Usury Law and the execution and delivery of the applicable Loan Documents by Borrower or Guarantor does not constitute a default or result in the imposition of a lien under the terms or provisions of any agreements to which Borrower or Guarantor is a party. No consent of any governmental agency or any other Person not a party to this Agreement is or will be required as a condition to the execution, delivery or enforceability of the Loan Documents.

5.3 Borrower's Principal Place of Business . Borrower's principal place of business and chief executive office are as follows: C/O Bluegreen Corporation, 4960 Conference North, Suite 100, Boca Raton, Florida, 33431. During the past five (5) years, Borrower has not been known by any other name or located in any address other than as set forth in this Agreement.

5.4 Compliance with Legal Requirements . Borrower has complied with all Legal Requirements in all material respects, including all Legal Requirements of the state in which each Timeshare Project is located and all other jurisdictions in which Timeshare Interests will be sold or offered for sale. Without limiting the generality of the foregoing, Borrower has, to the extent required by its activities and businesses, fully complied with and shall, throughout the Term, continue to comply with (a) all of the applicable provisions of (i) the Consumer Credit Protection Act; (ii) the Truth-in-Lending Act and Regulation Z thereunder; (iii) the Equal Credit Opportunity Act and Regulation B thereunder; (iv) Regulation B of the Federal Reserve Board; (v) the Federal Trade Commission's 3-day cooling-off Rule for Door-to-Door Sales; (vi) the Federal Trade Commission Act; (vii) the Interstate Land Sales Full Disclosure Act; (viii) the Americans With Disabilities Act and related accessibility guidelines; (ix) the Real Estate Settlement Procedures Act and Regulation X thereunder; (x) the FTC Privacy Act; (xi) all applicable insurance brokerage or agency requirements; (xii) the Gramm-Leach-Bliley Act; (xiii) the Fair Debt Collection Practices Act; (xiv) the Credit Reporting Act; (xv) the Fair Housing Act; (xvi) the Mail Fraud Statute; (xvii) the Flood Disaster Protection Act of 1973; (xviii) the Federal Trade Commission's Privacy of Consumer Information Rule, (xix) the Federal Trade Commission "do-not-call rules"; (xx) USA Patriot Act; (xxi) the Securities Exchange Act of 1934; (xxii) the federal postal laws; (xxiii) all applicable state and federal securities laws; (xxiv) all applicable usury laws; (xxv) all applicable trade practices, home and telephone solicitation, sweepstakes, anti-lottery and consumer credit and protection laws; (xxvi) all applicable real estate sales licensing, disclosure, reporting and escrow laws; (xxvii) the laws applicable in the State of Missouri governing condominiums, timeshares and time-sharing activities; (xxviii) all laws, rules and regulations promulgated by the Missouri

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Department of Real Estate; (xxix) all amendments to and rules and regulations promulgated under the foregoing acts or laws; and (xxx) all other applicable federal statutes and the rules and regulations promulgated under them; and (b) and all other applicable laws (and the rules and regulations promulgated under them) relating to timeshare ownership, the establishment of a Timeshare Project, or the sale, offering for sale, marketing or financing of Timeshare Interests in them or it. Borrower's marketing and sales practices are in compliance with and, throughout the Term, will continue to be in compliance with, applicable laws, including its lead generation techniques. Neither Borrower nor any Guarantor has been contacted or notified of any Federal Trade Commission or inquiry or investigation or any Department of Justice or inquiry or investigation in connection with marketing and sale of Timeshare Interests.

5.5 No Misrepresentations . The Loan Documents and all certificates, financial statements and written materials furnished to Lender by or on behalf of Borrower or Guarantor in connection with the Loan do not contain as of the date furnished to Lender any untrue statement of a material fact or omit to state a fact which materially adversely affects or in the future may materially adversely affect a Timeshare Project, the Collateral, the business or financial condition of Borrower or any Guarantor, or the ability of Borrower or Guarantor to Perform the Obligations. All financial statements furnished to Lender by or on behalf of Borrower or Guarantor in connection with the Loan will be prepared in accordance with GAAP (other than with respect to the Borrower’s quarterly financial statements).

5.6 No Default for Third Party Obligations . Neither Borrower nor Guarantor is in default under any other agreement evidencing, guaranteeing or securing borrowed money or a receivables purchase financing or in violation of or in default under any material term in any other material agreement, instrument, order, decree or judgment of any court, arbitration or governmental authority to which it is a party or by which it is bound.

5.7 Payment of Taxes and Other Impositions . Borrower and Guarantor have filed all tax returns and has paid all Impositions, if any, required to be filed by them or paid by them when due, including real estate taxes and assessments relating to each Timeshare Project or the Collateral, unless the same is being appealed or contested in good faith and unless as a result of such appeal, the execution and enforcement of such taxes and assessments is stayed pending the outcome of such appeal.

5.8 Governmental Regulations . Neither Borrower nor Guarantor is subject to regulation under the Investment Company Act of 1940, as the same may be amended from time to time, or any federal or state statute or regulation limiting its ability to incur debt or perform the Obligations.

5.9 Employee Benefit Plans . Borrower does not maintain any pension, retirement, profit sharing or similar employee benefit plan that is subject to the Employment Retirement Income and Security Act of 1974 as the same may be amended from time to time pursuant to which such entity's contribution requirement is made concurrently with the employee's contribution. The Guarantor has a pension, profit sharing or other compensatory or similar plan of the Guarantor (herein after called a " Plan ") providing for a program of deferred compensation for any employee or officer. No fact or situation, including but not limited to, any "Reportable Event," as that term is defined in Section 4043 of the Employee Retirement Income Security Act of 1974 as the same may be amended from

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time to time (" Pension Reform Act "), exists or will exist in connection with any Plan of the Guarantor which might constitute grounds for termination of any Plan by the Pension Benefit Guaranty Corporation or cause the appointment by the appropriate United States District Court of a Trustee to administer any such Plan. No "Prohibited Transaction" with respect to the Guarantor within the meaning of Section 406 of the Pension Reform Act exists or will exist with respect to any Plan upon the execution and delivery of the Guaranty or the performance by the parties hereto of their respective duties and obligations hereunder, except a prohibited transaction that qualifies for an exemption under the Pension Reform Act. The Guarantor will (1) at all times make prompt payment of contributions required to meet the minimum funding standards set forth in Sections 302 through 305 of the Pension Reform Act with respect to each Plan: (2) promptly, upon written request therefor, furnish to the Lender copies of each annual report required to be filed pursuant to Section 103 of the Pension Reform Act in connection with each Plan for each Plan Year, including any certified financial statements or actuarial statements required pursuant to said Section 103; (3) notify the Lender immediately of any fact, including, but not limited, to any Reportable Event arising in connection with any Plan which might constitute grounds for termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of a Trustee to administer the Plan; and (4) notify the Lender of any "Prohibited Transaction" with respect to Guarantor as that term is defined in Section 406 of the Pension Reform Act, except a prohibited transaction that qualifies for an exemption under the Pension Reform Act. The Guarantor will not (a) engage in any Prohibited Transaction, except a prohibited transaction that qualifies for an exemption under the Pension Reform Act. or (b) terminate any such Plan in a manner which could result in the imposition of a lien on the property of the Guarantor pursuant to Section 4068 of the Pension Reform Act.

5.10 Securities Activities . Neither Borrower nor any Guarantor is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any "margin stock" (as defined in Regulation U of the Board of Governors of the Federal Reserve System in effect from time to time), and not more than 25% of the value of the assets of either such entity consists of such margin stock. Furthermore, none of the proceeds of the Loan will be used to purchase or carry any "margin stock" and no portion of the proceeds of the Loan will be extended by Borrower to others for the purpose of purchasing or carrying margin stock. None of the transactions contemplated in this Agreement (including the use of the proceeds from the Loan) will violate or result in the violation of Section 7 of the Securities Exchange Act of 1934, as amended, or any regulations issued under it, including Regulations G, T, U and X of the Federal Reserve Board, 12 C.F.R. Part 11.

5.11 Sales Activities . Prior to the date of this Agreement, Borrower has sold Timeshare Interests and offered Timeshare Interests for sale only in the following jurisdictions:

Timeshare Project	Jurisdiction
Big Cedar Project	Missouri

Long Creek Project	Missouri

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All sales have been and will be made in material compliance with all Legal Requirements and utilizing a then current Public Report approved by all applicable regulatory authorities.

5.12 Timeshare Interest Not a Security . Borrower has not sold or offered for sale any Timeshare Interest as an investment or in any other manner or jurisdiction that would constitute the sale or the offering for sale of a "security" under the Securities Act of 1933, the Securities Exchange Act of 1934, any state securities laws, commonly known as "blue sky" laws, or any other applicable law.

5.13 Representations as to each Timeshare Project .

(a) Title; Prior Liens . Borrower has good and marketable title to each unsold Timeshare Interest in a Timeshare Project and to the Collateral. There are no liens, security interests, or encumbrances against such Timeshare Project other than the Permitted Encumbrances and other than future liens against such Timeshare Project to the extent permitted under Section 6.2(b) of this Agreement.

(b) Timeshare Plan . Each Timeshare Project and each Timeshare Programs therein have been established and dedicated as a timeshare project, in material compliance with all Legal Requirements and with applicable Timeshare Declaration and other Timeshare Program Governing Documents, and matters affecting title or use of such Timeshare Project. The Vacation Club is in material compliance with all laws, codes, rules and regulations applicable to it with respect to its activities in operating the Vacation Club and has obtained all necessary licenses and registrations required in that regard.

(c) Access . Each Timeshare Project (including all amenities) has direct access to a publicly dedicated road and all roadways, and parking lots that serve such Timeshare Project are and will be common elements or easement parcels under the applicable Timeshare Declaration.

(d) Utilities . Electric, gas, sewer, water facilities and other necessary utilities are lawfully available in sufficient capacity to service each Timeshare Project and any easements necessary to the furnishing of such utility service have been obtained and duly recorded.

(e) Amenities . All amenities promised pursuant to representations, warranties or covenants contained in the Timeshare Program Governing Documents are completed and will be provided in accordance therewith. Such amenities include those listed in the applicable Timeshare Declaration. Each Timeshare Association and each Purchaser of a Timeshare Interest has access to and the use of all of the amenities and public utilities of such Timeshare Project as and to the extent provided in the applicable Timeshare Declaration and the Timeshare Program Governing Documents.

(f) Improvements . All costs arising from the acquisition, installation, construction and completion of any improvements and the purchase of any equipment, inventory, or furnishings located in or on each Timeshare Project have been or will be promptly and timely paid.

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(g) Sale of Intervals . Allowing for presales in respect of portions of a Timeshare Project whose development is in process but not yet completed, and allowing for cancellations or terminations of previous sales, the total Timeshare Interests offered for sale or sold will not exceed the available accommodations at such Timeshare Project.

(h) Zoning Laws, Building Codes, Etc . Each Timeshare Project, all the buildings and other improvements in which the Units are situated and all amenities have been, and Borrower hereby covenants will be, completed in material compliance with all Legal Requirements, including without limitation all applicable zoning codes, building codes, health codes, fire and safety codes, and other applicable laws, including without limitation environmental laws in a manner that Borrower's failure to so comply would not reasonably be expected to result in a Material Adverse Change. All inspections, licenses, permits required to be made or issued in respect of such buildings and amenities have been and Borrower hereby covenants will be, made or issued by the appropriate authorities. The use and occupancy of such buildings for their intended purposes is and Borrower hereby covenants will be, lawful under all applicable laws. Final certificates of occupancy or the equivalent have been issued by the appropriate governmental authority and Borrower hereby covenants will be in effect for each Unit prior to the sale of any Timeshare Interest in such Unit. The timeshare use and occupancy of Units does not, and Borrower hereby covenants will not, violate or constitute a non-conforming use or require a variance under any private covenant or restriction or any zoning, use or similar law, ordinance or regulation affecting the use or occupancy of a Timeshare Project.

(i) Units Ready for Use . All of the Units are fully furnished and, subject to renovations for improvements from time to time in the ordinary course of maintaining the Units, ready for use by Purchasers. All common furnishings (including appliances) within such Units are and will be owned by Borrower or the applicable Timeshare Association, have been or will be fully paid for, and are and will be free and clear of any liens or other interests of any third party including any lessor.

5.14 Eligible Notes Receivable . Each Note Receivable which is assigned to Lender pursuant to this Agreement and against which the Advance is requested or which is assigned in satisfaction of Borrower's obligations under Sections 2.7(c) and 2.7(d) shall be an Eligible Note Receivable at the time of assignment. Borrower has Performed all of its obligations to Purchasers, and there are no executory obligations to Purchasers to be Performed by Borrower, except for non-delinquent and executory obligations disclosed to Purchasers in their Purchase Contracts.

5.15 Association; Assessments and Reserves . When a Purchaser closes the purchase of a Timeshare Interest, such Purchaser automatically becomes a member of Bluegreen Inc. and the Vacation Club Trustee, as the titled owner of the Timeshare Interest, is designated as the member of the applicable Timeshare Association and is entitled to vote on the affairs thereof, subject only to retaining ownership of a Timeshare Interest. Each Timeshare Association has (or will have) authority to levy annual assessments to cover the costs of maintaining and operating the Timeshare Project to which it pertains. To Borrower's knowledge, Bluegreen Inc. and each Timeshare Association are and will be solvent. To Borrower's knowledge, levied assessments will be adequate to cover the current costs of maintaining and operating each Timeshare Project and to establish and maintain a reasonable reserve for capital improvements. To Borrower's knowledge, there will be no

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events which could give rise to a material increase in such costs, except for additions of subsequent phases of a Timeshare Project that will not materially increase assessments.

5.16 Title to and Maintenance of Common Areas and Amenities . Except as otherwise permitted and disclosed by the Timeshare Program Governing Documents (a) each Timeshare Association or the owners of Timeshare Interests in common (which interest may be held by the Vacation Club Trustee pursuant to the Vacation Club Trust Agreement) will at all times own the furnishings in the Units and all the common areas in the Timeshare Project pertaining to such Timeshare Association and owners and other amenities which have been promised or represented as being available to Purchasers in the Timeshare Program Governing Documents, free and clear of liens and security interests except for the Permitted Encumbrances; (b) no part of a Timeshare Project is or will be subject to partition by the owners of Timeshare Interests; and (c) all access roads and utilities and off-site improvements necessary to the use of each Timeshare Project will have been dedicated to and/or accepted by the responsible governmental authority or utility company, or are owned by an association of owners of property in a larger planned development or developments of which such Timeshare Project is a part, or are owned by Borrower and subject to the Purchasers' right of access and use.

5.17 Reservation System . The Reservation System is fully operational for its intended purpose. The Reservation System shall continue in operation and shall be available to all Purchasers to assure their ability to make reservations and exercise their use rights in respect of a Unit in the applicable Timeshare Project, subject to compliance with the applicable Timeshare Program Consumer Documents and the applicable Timeshare Program Governing Documents. Borrower acknowledges the significance of the Reservation System to the ability of the applicable Timeshare Project to operate properly and allow Purchasers to make reservations and exercise use rights. On the Effective Date and continuing for the balance of the Term, Borrower agrees to cause Bluegreen Resorts Management, Inc. to grant Lender a non-exclusive license to use the Reservation System pursuant to a license agreement in form substantially similar to that set forth in Schedule 5.17 .

5.18 Litigation and Proceedings . Other than as disclosed in Exhibit L , and other than as disclosed in Guarantor's most recent SEC filing delivered to Lender prior to the Effective Date and, if applicable, quarterly thereafter, there are no actions, suits, proceedings, orders, injunctions, bankruptcy actions, or foreclosure actions pending or, to the knowledge of Borrower, threatened, in any court, at law or in equity, or before or by any governmental authority, against or affecting Borrower, a Timeshare Association, Guarantor, the Vacation Club, the Timeshare Manager, Bluegreen Inc. or a Timeshare Project, which, if adversely determined, would result in a Material Adverse Change to Borrower, Guarantor, the Vacation Club, the Timeshare Manager, Bluegreen Inc. or a Timeshare Project or which would materially impair the ability of Borrower or Guarantor to complete its or their Obligations under the Loan Documents, or which would attack the validity, enforceability, or priority of any of Lender's liens or of any material provisions of the Loan Documents, at law or in equity. None of the matters reflected on Exhibit L or as disclosed in Guarantor's most recent SEC filing delivered to Lender prior to the Effective Date, are reasonably expected to result in a Material Adverse Change to Borrower, Guarantor, the Vacation Club, the Timeshare Manager, Bluegreen Inc. or a Timeshare Project or are reasonably expected to materially impair the ability of Borrower or Guarantor to complete its or their Obligations under the Loan Documents, or would attack the validity, enforceability, or priority of any of Lender's liens or of any

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material provisions of the Loan Documents, at law or in equity. Neither Borrower nor Guarantor has received any notice the import of which would result in a Material Adverse Change to their respective financial condition or the performance of their respective Obligations, or to a Timeshare Project or the Collateral. Borrower will promptly notify Lender if any action, litigation or proceeding is commenced or threatened against it. Notwithstanding the foregoing, to the extent any required update or report is covered by the public filings made by Guarantor with the United States Securities & Exchange Commission, Borrower shall be deemed to be in compliance with this Section 5.18 .

5.19 Operating Contracts . The management agreements listed and described on Exhibit M-1 and M-2 hereto, as may be amended in writing by Borrower (provided that such amendments do not materially and adversely affect the rights of Lender or the Collateral), comprise all of the material agreements or arrangements relating to the management of each Timeshare Project by the Timeshare Manager as of the date hereof (collectively, and as amended or replaced from time to time in accordance with the terms thereof and this Section 5.19 , the " Operating Contracts "). Except for changes as may be consented to in advance by Lender, the Operating Contracts shall remain in full force and effect and Borrower shall take or cause to be taken, actions to prevent defaults thereunder; provided, however, such Operating Contracts may be amended or terminated without Lender consent so long as any such amendment or termination would not result in a Material Adverse Change, provided, however , that any termination of the Operating Contract dealing with management shall be replaced with a customary management agreement with a Timeshare Manager with substantial experience and expertise in the hospitality industry and with respect to timeshare operations of a type and quality which is substantially similar to the Timeshare Project, which Person shall be reasonably acceptable to Lender.

5.20 Subsidiaries, Affiliates and Capital Structure . The members of Borrower and their respective ownership interests are reflected on Exhibit N hereto.

5.21 Timeshare Program Consumer Documents . The Timeshare Program Consumer Documents in substantially the forms attached hereto as Exhibits C-1 and C-2 are the only documents which have been used in connection with the credit sale of Timeshare Interests pertaining to those Notes Receivable that will be collaterally assigned to Lender.

5.22 Public Reports . The Public Report for each Timeshare Project and for the Vacation Club, copies of which have been previously delivered to Lender, has been approved by all applicable regulatory agencies and in form and content complies in all material respects with all applicable Legal Requirements. With respect to the sale of each Timeshare Interest, there will be in effect at the time of sale and Borrower will have used an unexpired, Public Report, approved by all applicable regulatory agencies. If required by the applicable law of a state in which Borrower is selling Timeshare Interests, Borrower will keep such Public Reports updated and approved by the applicable regulatory agency of that state. Upon request of Lender, Borrower will promptly deliver to Lender evidence of such continued approval, including all extensions thereof, promptly upon receipt by Borrower. In the event that a Public Report is amended at any time, and upon the request therefore by Lender, Borrower will promptly deliver to Lender a copy of such amendment.

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5.23 Solvency . Borrower and Guarantor are each solvent. No transfer of property is being made by Borrower or Guarantor and no obligation is being incurred by Borrower or Guarantor in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of Borrower or Guarantor.

5.24 No Material Adverse Change in Financial Condition . There has been no Material Adverse Change in the financial condition of Borrower, Guarantor or their respective subsidiaries since the date of the most recent financial statements delivered to Lender.

5.25 Timeshare Program Governing Documents . The Timeshare Program Governing Documents (and all amendments, modifications supplements and additions thereto) described on Exhibits P-1 , P-2 and P-3 comprise all of the existing Timeshare Program Governing Documents with respect to each Timeshare Project and the Vacation Club as to those Notes Receivable that will be collaterally assigned to Lender.

5.26 Marketing Activities . All marketing and sales activities have been and will be performed by independent contractors or employees of Borrower or its Affiliates, all of whom are and will be properly licensed, as necessary, in accordance with applicable laws. Borrower will retain a duly licensed broker of record in respect to the sales of Timeshare Interests in each Timeshare Project as may be required by applicable law in the state in which such Timeshare Interests are sold.

5.27 Brokers; Payment of Commissions . No consultant, advisor, broker, agent, finder or intermediary has acted on its behalf in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby. Borrower has been advised by Lender or its agents that Ward Financial has acted on Lender’s behalf in connection with the negotiation of this Agreement or the consummation of the transactions contemplated hereby. Lender agrees to pay Ward Financial a commission in the amount of $100,000.00 on the date of the Advance. Borrower agrees to indemnify Lender for any additional compensation in excess of the above referenced $100,000 commission due from Lender to Ward Financial as a result of the acts of Borrower and any additional compensation due to any other Person claiming any commission or finder's fee or other compensation as a result of any actions by such Person for or on behalf of Borrower.

5.28 Reserved .

5.29 Foreign Assets Control Regulations . Neither the requesting or borrowing of the Loan or the use of the proceeds of the Loan will violate the Trading With the Enemy Act (50 U.S.C. § 1 et seq ., as amended) (the " Trading With the Enemy Act ") or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) (the " Foreign Assets Control Regulations ") or any enabling legislation or executive order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)) (the " Executive Order ") and (b) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, neither the Borrower nor any of its subsidiaries or other Affiliates (i) is or will become a "blocked person" as described in the Executive Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (ii) engages or will engage in any dealings or transactions, or be otherwise

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associated, with any such "blocked person." Lender may disclose any and all information regarding Borrower and a Purchaser in connection with any regulatory examination of Lender or to the extent Lender deems advisable to disclose such information to such applicable regulatory agencies involving matters relating to the Trading With the Enemy Act, the Foreign Assets Control Regulations or the Executive Order; provided, however, that if Lender is legally permitted to do so, no such disclosure shall be made prior to the Lender (x) giving the Borrower prior written notification within one (1) Business Day after Lender's receipt of notice of any such required disclosure or decision of the Lender to make such disclosure, that explains in reasonable detail (if known to Lender), the basis for such disclosure, which notification shall include the following: (i) the contents of the disclosure, (ii) the Person to whom the disclosure must be made, and (iii) if known to Lender, the legal basis for the disclosure; (y) using commercially reasonable efforts to require that any recipient of such disclosure maintain such information on a confidential basis in accordance with all Legal Requirements, including all applicable consumer privacy laws; and (z) if Lender is legally permitted to do so, providing Borrower with an opportunity to redact all of the names, social security numbers and bank account numbers of, and all non-public personal information pertaining to, any Purchasers.

5.30 Contracts with Affiliates; Subordinated Indebtedness .

(a) Subject to future changes to Borrower's organization structure made in compliance with subsection 6.2(c) of this Agreement, Schedule 5.30 is a true and complete organizational chart disclosing the ownership and relationship of Borrower, each member of Borrower and Guarantor, including any subsidiaries of Borrower and any Affiliates of Borrower that have any involvement or interest in the Timeshare Associations or the Timeshare Projects. Schedule 5.30 discloses all written agreements between Borrower and any of its Affiliates with respect to the Timeshare Associations or the Timeshare Projects (as in effect on the Closing Date or as supplemented with the consent of Lender, the " Approved Transactions "). All Approved Transactions were negotiated in good faith, are arms-length transactions and all terms, covenants and conditions which govern the Approved Transactions are at market rate.

(b) The intercompany indebtedness for those of Borrower’s Affiliates described as “Due to Related Parties” on Borrower’s balance sheet constitutes all Borrower's debts, liabilities and obligations to any Affiliates of Borrower as of the date of this Agreement. Other than the Construction and Project Management Agreement described in the list of Approved Transactions in Schedule 5.30 , Borrower has provided copies of all instruments, agreements and other writings evidencing and/or securing any of the foregoing intercompany debt to Lender for Lender's approval. Borrower agrees that all of such indebtedness shall be expressly subordinated to the Loan. If (i) an Event of Default shall have occurred and is continuing, (ii) an Incipient Default exists, or (iii) if the making of such payment would result in an Incipient Default or Event of Default or would render the Borrower insolvent, Borrower will not, directly or indirectly, (A) permit any payment to be made in respect of any intercompany indebtedness, liabilities or obligations, direct or contingent, to any Affiliate including Guarantor and members of Borrower, which payments shall be and are hereby made subordinate to the payment of principal of, and interest on, the Note and the other payment Obligations of Borrower to Lender under the other Loan Documents, (B) permit the amendment, rescission or other modification of any of Borrower's obligations with respect to intercompany indebtedness other than in respect of Guarantor or members of Borrower, or (C) incur additional intercompany indebtedness other than in respect of Guarantor or members of Borrower. All such

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additional intercompany indebtedness shall constitute additional subordinated indebtedness. All Persons to whom Borrower owes intercompany indebtedness, including Guarantor and members of Borrower, shall execute a Subordination Agreement as a condition of Closing. Notwithstanding the foregoing or anything otherwise to the contrary, intercompany indebtedness in the form of payments by Borrower to Affiliates, Guarantor or members of Borrower for bona fide services rendered or goods received pursuant to arm's length contractual arrangements shall not be required to be subordinated at any time and shall not be subject to subordination as provided in this Section 5.30 or otherwise.

5.31 Survival and Additional Representations and Warranties . The representations and warranties contained in this Article 5 are in addition to, and not in derogation of, the representations and warranties contained elsewhere in the Loan Documents and shall be deemed to be made and reaffirmed prior to the making of the Advance.

6. COVENANTS

6.1 Affirmative Covenants .

(a) Good Standing . Borrower will maintain and cause Guarantor, Bluegreen Inc. and each Timeshare Association to maintain their respective existence as a business organization of the same type as when it signed this Agreement, duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and remain in good standing and authorized to do business in the jurisdiction where at any time the location or nature of its properties or its business then makes such good standing and qualification necessary, except where the failure to be so qualified will not have a material adverse effect on the business or financial condition of any such Persons or the validity or enforceability of any Notes Receivable. Borrower will maintain and cause Guarantor to maintain full authority to Perform the Obligations and to carry on their businesses and own their properties, except where the failure to be so authorized will not have a material adverse effect on the business or financial condition of any such Persons, the validity or enforceability of any Notes Receivable or the Performance of the Obligations.

(b) Compliance with Legal Requirements . Borrower will comply with all Legal Requirements in all material respects, including all Legal Requirements of the state in which each Timeshare Project is located and all other jurisdictions in which a Timeshare Project is located or in which Timeshare Interests will be sold or offered for sale.

(i) Casualty; Business Interruption . Borrower shall cause the respective Timeshare Associations, at their respective sole cost and expense, to keep the Timeshare Projects related to the applicable Timeshare Association insured against damage by fire and the other hazards covered by a standard extended coverage and all-risk insurance policy for the full insurable value thereof on a replacement cost claim recovery basis (without reduction for depreciation or co-insurance and without any exclusions or reduction of policy limits for acts of terrorism or other specified action/inaction), and shall maintain boiler and machinery insurance, acts of terrorism endorsement coverage and such other casualty insurance as reasonably required by Lender. Lender reserves the right to require from time to time the

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following additional insurance in its reasonable discretion: flood, earthquake/sinkhole, windstorm and/or building law or ordinance. Borrower shall cause the respective Timeshare Projects to be insured against loss by flood if such Timeshare Projects are located currently or at any time in the future in an area identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994 (as such acts may from time to time be amended) in an amount at least equal to the lesser of (a) the Maximum Loan Amount or (b) the maximum limit of coverage available under said acts. Any such flood insurance policy shall be issued in accordance with the requirements and current guidelines of the Federal Insurance Administration. The proceeds of insurance paid on account of any damage or destruction to either of the Timeshare Projects relating to any Collateral and received by Borrower pursuant to the terms of the applicable Timeshare Declarations shall be applied as provided in subsection 6.1 (c)(i)(E) .

(ii) Liability . Borrower shall cause the respective Timeshare Associations to maintain, at their respective sole cost and expense (a) commercial general liability insurance with respect to each of the respective Timeshare Projects providing for limits of liability of not less than $1,000,000 for both injury to or death of a person and for property damage per occurrence; (b) worker's compensation insurance to statutory limits, and employer's liability insurance covering employees at the respective Timeshare Projects employed by Borrower or Timeshare Manager (to the extent required, and in the amounts required by applicable laws but in no event less than for Employer's Liability, Bodily Injury by Accident—$1,000,000 each accident, for Bodily Injury by Disease—$1,000,000 policy limit and for Bodily Injury by Disease—$1,000,000 each employee); (c) business interruption insurance, including use and occupancy, rental income loss and extra expense, against all periods covered by Borrower's property insurance for a limit equal to twelve (12) calendar months' exposure; (d) employee dishonesty, and money and securities insurance (inside and out), and depositors forgery in an amount not less than $1,000,000; (e) umbrella liability on a following-form basis with limits of $5,000,000 per occurrence and annual aggregate, and (f) builder's risk insurance, as applicable, in amounts and with coverages reasonably required by Lender. Borrower shall be required to maintain the following types of insurance, which must be reasonably satisfactory to Lender in all respects (including the deductible and the amount of coverage):

	1.	Liquor Liability Insurance;

	2.	Commercial General Liability Insurance;

	3.	Worker’s Compensation Insurance;

	4.	Employee Dishonesty; and

	5.	Automobile Insurance

(iii) Form and Quality . The Borrower shall cause the respective Timeshare Associations, at their respective sole cost and expense, to maintain the policies of insurance

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described in this subsection 6.1(c) in form and amounts and with insurers reasonably acceptable to Lender. All insurance policies shall be endorsed in form and substance acceptable to Lender to name Lender as an additional insured, loss payee, mortgagee or certificate holder thereunder. All such insurance policies and endorsements shall be fully paid for, shall be issued by appropriately licensed insurance companies with a rating of "A-:VIII" or better as established by A.M. Best's Rating Guide, and shall be in such form, and shall contain such provisions, deductibles (with no increased deductible for acts of terrorism or other specified action/inaction) and expiration dates, as are reasonably acceptable to Lender. Notwithstanding the foregoing, if market conditions in the insurance industry limit the Borrower's ability to obtain the insurance required under this subsection 6.1(c) on commercially reasonable terms, Lender and Borrower shall in good faith cooperate to select insurers and coverages reasonably acceptable to Lender and Borrower. Each policy shall provide that such policy may not be canceled or materially changed except upon providing thirty (30) days' prior written notice, and that no act or thing done by Borrower shall invalidate any policy as against Lender. Blanket policies shall be permitted provided that coverage will not be affected by any loss on other properties covered by the policies. If Borrower fails to maintain insurance in compliance with this subsection 6.1(c) , Lender may obtain such insurance and pay the premium therefor and Borrower shall, on demand, reimburse Lender for all expenses incurred in connection therewith.

(iv) Adjustments . Borrower shall give immediate written notice to the insurance carrier and to Lender of any material loss in respect to which a claim is being made.

(v) Use and Application of Insurance Proceeds . In the event that any portion of the respective Timeshare Projects subject to the respective, applicable Timeshare Declarations should suffer any casualty loss covered by hazard insurance or other insurance, upon receipt of any insurance proceeds, the respective Timeshare Associations are required, during the time such properties are covered by such insurance, under the respective Timeshare Declarations to rebuild or repair the damaged portions of all of the buildings and other improvements within the condominium property described in the respective, applicable Timeshare Program Governing Documents unless provided otherwise pursuant to Article 14 of the Big Cedar Timeshare Declaration or pursuant to Article 14 of the Long Creek Ranch Timeshare Declaration. In the event that any proceeds of insurance are to be delivered to holders of first mortgage liens pursuant to Article 14 of the Big Cedar Timeshare Declaration or pursuant to Article 14 of the Long Creek Ranch Timeshare Declaration, Borrower agrees to deliver to Lender such proceeds relating to the Notes Receivable that are part of the Collateral to the extent received by Borrower.

(vi) Condemnation . Borrower shall immediately notify Lender of the institution of any proceeding for the condemnation or other taking of either of the Timeshare Projects or any portion thereof. Notwithstanding anything to the contrary contained herein, for so long as any condemned portion of either of the Timeshare Projects are to be replaced by the respective, applicable Timeshare Associations in accordance with the respective, applicable Timeshare Declarations, any and all awards and payments arising from any condemnation or conveyances in lieu thereof relating to such portion of the respective, applicable Timeshare Projects shall be distributed and used in accordance with the provisions

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of the respective, applicable Timeshare Declarations. In the event that any proceeds of condemnation are to be delivered to holders of first mortgage liens pursuant to the Big Cedar Timeshare Declaration or pursuant to the Long Creek Ranch Timeshare Declaration, Borrower agrees to deliver to Lender such proceeds relating to the Notes Receivable that are part of the Collateral to the extent received by Borrower.

(d) Reports . Borrower shall keep adequate records and books of account reflecting all financial transactions of Borrower and with respect to each Timeshare Project, and the Collateral, in which complete entries will be made in accordance with GAAP. So long as the Obligations remain outstanding, Borrower shall furnish or cause to be furnished to Lender the following at Borrower's sole cost and expense:

(i) Sales and Inventory Reports . Within five (5) Business Days after request therefore by Lender, a monthly, quarterly or annual report, as the case may be, showing: (i) all sales of Timeshare Interests (including cash sales); (ii) all remaining available inventory of Units and Timeshare Interests; (iii) a schedule of sales prices; and (iv) all cancellations of sales of Timeshare Interests. Such reports shall be certified by Borrower to be true, correct and complete and shall be provided in a form to be reasonably approved by Lender.

(ii) Quarterly Financial Reports . Within 60 days after the end of fiscal quarterly periods each year, management prepared unaudited balance sheet and statements of income and cash flow (on a fiscal quarter to date basis and a cumulative year-to-date basis as required by GAAP) of Guarantor and management prepared unaudited balance sheet and statements of income of Borrower (prepared on a consolidated basis), certified by the chief financial officer or treasurer of the subject of such statement, prepared in accordance with GAAP (other than with respect to the Borrower), including in comparative form the corresponding figures as of the end of the corresponding quarter of the subject, all in reasonable detail, subject to year-end adjustments.

(iii) Year End Financials . As soon as available and in any event within 120 days after the end of each fiscal year of Borrower, Guarantor and each Timeshare Association: (i) the balance sheets of the Borrower, Guarantor, and each Timeshare Association as of the end of such year and the related statements of income, retained earnings (or its equivalent as applicable) and cash flow for such fiscal year, prepared in accordance with GAAP, certified by the chief financial officer (or an acceptable equivalent) of the Borrower, the Timeshare Association and Guarantor, as to the statements supplied by those entities, prepared on a consolidated basis as to Borrower and Guarantor, setting forth in comparative form the corresponding figures as of the end of the previous fiscal year, all in reasonable detail, including all supporting schedules and comments, and prepared in accordance with GAAP and (ii) a schedule of all outstanding Indebtedness of the Borrower, Guarantor and each Timeshare Association describing in reasonable detail each such debt or loan outstanding and the principal amount with respect to each such debt or loan. The annual financial statements for Borrower, Guarantor, and each Timeshare Association shall be audited by a Certified Public Accountant acceptable to Lender and shall be accompanied by an unqualified opinion as to going concern and scope of audit (if such scope limitation would

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be reasonably deemed to have an adverse impact on such financial statements taken as a whole) of such accountant.

(iv) Officer's Certificate . Together with each set of quarterly and annual Financial Statements or reports delivered to the Lender pursuant to this Agreement, a Compliance Certificate from the president, chief executive officer, chief financial officer or treasurer of the Borrower in the form attached hereto as Exhibit R .

(v) Borrowing Base Certificate . As soon as possible and in any event within fifteen (15) days after the end of each calendar month, a Borrowing Base Certificate for the immediately preceding calendar month, certified correct by an authorized agent of the Servicing Agent.

(vi) Timeshare Project and Sales Information . Upon Lender’s request, Borrower will deliver to Lender from time to time, as available, sales literature, registrations/consents to sell, and final subdivision public reports/public offering statements/prospectuses relating to the Timeshare Projects. Borrower will deliver to Lender any material changes which Borrower makes to the Timeshare Program Consumer Documents and/or the Timeshare Program Governing Documents relating to the Timeshare Projects last delivered to Lender.

(vii) Material Increases to Assessments . A written notification to Lender if Borrower has knowledge that an event (other than general changes in the economy) has occurred which would give rise to a material increase in assessments to cover the then current costs of operation of a Timeshare Project and to establish and maintain a reasonable reserve for capital improvements to such Timeshare Project.

(viii) Audit Reports; SEC Filings . Promptly upon receipt thereof, one (1) copy of each other report submitted to Borrower or Guarantor by independent public accountants or auditors in connection with any annual, interim or special audit made by them of the books of Borrower or Guarantor, and a copy of each auditor's letter sent to management. If applicable, promptly upon request thereof by Lender, Borrower shall cause to be furnished to Lender one (1) copy of any reports filed by the Guarantor with the United States Securities and Exchange Commission.

(ix) Tax Returns and Tax Receipts . Promptly upon request, copies of filed tax returns and tax statements and evidence of payment of all taxes levied on each Timeshare Project (including transient occupancy taxes and real estate taxes) prior to the date such taxes become delinquent. Furthermore, promptly upon request, Borrower shall furnish to Lender a copy of Borrower's tax returns as filed with the Internal Revenue Service.

(x) Notice of Incipient Default or Event of Default . Immediately upon becoming aware of the existence of any condition or event which constitutes an Incipient Default or an Event of Default or of any event which would cause any representation or warranty to be incorrect or materially misleading if made at that time, a written notice

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specifying the nature and period of existence thereof and what action the Borrower is taking or proposes to take with respect thereto.

(xi) Notice of Claimed Default . Immediately upon becoming aware that the holder of any material obligation or of any other evidence of material Indebtedness of Borrower or Guarantor has given notice or taken any other action with respect to a claimed default or event of default thereunder, a written notice specifying the notice given or action taken by such holder and the nature of the claimed default or event of default and what action the Borrower or Guarantor are taking or proposes to take with respect thereto.

(xii) Material Adverse Developments . Immediately upon becoming aware of any development or other information which may result in a Material Adverse Change to the Borrower, Guarantor, a Timeshare Association, a Timeshare Project, the Collateral or the business, prospects, profits or condition (financial or otherwise) of the Borrower or Guarantor or the ability of the Borrower or Guarantor to perform its Obligations under this Agreement, telephonic or telefaxed notice, followed by mailed written confirmation, specifying the nature of such development or information and such anticipated effect.

(xiii) Other Reports . Upon request of Lender, copies of each written notice or request, financial statement, budget or other information received by the Borrower under or with respect to a Timeshare Declaration and/or a Timeshare Association's Articles of Incorporation or By-Laws, whether in its capacity as Declarant, owner of a Unit, owner of a Timeshare Interest or otherwise. Upon request of Lender, Borrower shall furnish to the Lender such other reports, statements, notices or written communications relating to the Borrower, the Guarantor, each Timeshare Project, each Timeshare Association or the Loan as the Lender may require, in its reasonable discretion

(xiv) Timeshare Association Reports . Promptly upon request, copies of budgets for the operation of the applicable Timeshare Association and applicable Timeshare Project (which budget shall include projections for operating expenses, capital improvements, maintenance and replacement reserves, dues and assessments and developer subsidies or guarantees).

(xv) Notes Receivable Trial Balance . Not later than the fifteenth (15th) day of each month, three (3) copies of a report in form and content acceptable to Lender prepared by Borrower or the Servicing Agent and showing, with respect to each of the Notes Receivable assigned to Lender as of the close of business on the last day of the calendar month last ended: (A) Purchaser's Account Number; (B) name(s) of Purchasers; (C) date of purchase; (D) original purchase price; (E) amount of down payment; (F) monthly payment; (G) original principal amount and current principal amount; (H) any payment, including any prepayment, received during the period covered by the statement on account of such Notes Receivable; (I) number of payments made and number of payments remaining; (J) a cash receipts journal; (K) the opening and closing principal balance; (L) any cancellation during the period covered by such statement; (M) any delinquency of principal and interest payments on a 31-60-90 day basis; (N) any delinquency of principal, or interest in excess of 90 days; (O) original and remaining term of such Notes Receivable; (P) interest rate for such

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Notes Receivable; (Q) the weighted average interest rate for such Notes Receivable; (R) any extensions, refinances or other adjustments to such Notes Receivable; (S) the outstanding balances with respect to Non-Resident Notes Receivable, No FICO Score Notes Receivable, 620/575 FICO Score Notes Receivable and Jumbo Notes Receivable; (T) qualifying FICO Score for the loan; (U) the weighted average FICO Score; (V) city and state of residence of Purchaser; (W) country of residence of Purchaser (if not United States); and (X) such other information as Lender may request. Such information shall be certified by Borrower to be accurate and complete.

(xvi) State Audits . Within twenty (20) days following its availability, any audit reports prepared by any state regulatory agency with respect to a Timeshare Project.

(xvii) Purchaser Information . Within thirty (30) days after the end of each calendar quarter, at Lender's request, a then current list of names, addresses and phone numbers of all Purchasers under Notes Receivable assigned to Lender. Lender acknowledges and agrees that it shall maintain all of such information in strict compliance with all Legal Requirements, including without limitation, all consumer privacy laws, and the Gramm-Leach-Bliley Act of 1999 and the correlative Federal Trade Commission regulations.

(xviii) Other Indebtedness . Upon the request of Lender, periodic estoppels letters from the holders of any other Indebtedness owed by Borrower to another Person, together with a confirmation of the outstanding principal balance of such Indebtedness. Lender acknowledges and agrees that it shall maintain all of such information in strict compliance with all Legal Requirements, including without limitation, all consumer privacy laws, and the Gramm-Leach-Bliley Act of 1999 and the correlative Federal Trade Commission regulations.

(xix) Additional Information . Such other information respecting the business, properties, assets, operations and condition, financial or otherwise, of Borrower, Guarantor, any Timeshare Association and any Timeshare Project as Lender may from time to time reasonably request.

(e) Subordination of Indebtedness Owing to Affiliates . Borrower will cause any and all Indebtedness owing by it to its shareholders, directors, officers, partners, members or managers, as the case may be, to Guarantor, or to the relatives or Affiliates of Borrower or any of the foregoing, to be subordinated to the Obligations pursuant to and in accordance with the terms set forth in Section 5.30 hereof. Such Indebtedness shall be unsecured at all times.

(f) Payment of Taxes . Borrower will file all tax returns and will pay and cause Guarantor to pay all taxes and assessments, if any, required to be filed by them or paid by them when due, including real estate taxes and assessments relating to each Timeshare Project or the Collateral.

(g) Payment of Impositions . Upon the Lender’s delivery of notice to borrower with reasonable evidence thereof, Borrower will promptly pay upon demand all Impositions imposed upon Lender by any state of the United States or political subdivision thereof or the United States by

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reason of the Loan Documents, the Collateral and/or any sale, rental, use, delivery or transfer of title to the Collateral, other than taxes, levies, imposts, deductions, charges or withholdings imposed on, or measured by reference to, the net income payable or franchise tax payable by Lender to any state of the United States or political subdivision thereof or to the United States under Section 11 or 1201 of the Internal Revenue Code, as amended, or otherwise in consequence of the receipt of payments provided for in the Loan Documents. If it is unlawful for Borrower to pay such Impositions, Borrower shall not be required to pay such Impositions; but Lender may demand payment of such additional amount as is necessary to maintain Lender's yields on the Loan in either a single payment or at Lender's option, in installment payments, and Borrower will pay such amount upon demand. If Lender has not received evidence satisfactory to it from Borrower that such Impositions have been paid by Borrower within 5 Business Days after demand was made upon Borrower to make such payment, Lender may, at its option, pay the same, and Borrower shall immediately reimburse Lender for such sums so expended, together with interest at the Default Rate. If Borrower pays any such Impositions and Lender subsequently receives a refund or reimbursement of such amounts, Lender shall promptly deliver such refund or reimbursement (without interest) to Borrower provided no Incipient Default or Event of Default exists.

(h) Further Assurance . Borrower will execute or cause to be executed all documents or instruments and do or cause to be done all acts necessary for Lender to perfect or evidence and to continue the perfection of the liens and security interest of Lender in the Collateral or otherwise to effect the intent and purposes of the Loan Documents.

(i) Fulfillment of Obligations Under Project and Consumer Documents . Borrower will fulfill, and will cause its Affiliates, agents and independent contractors at all times to fulfill, all their respective material obligations to Purchasers. Borrower will Perform all of its material obligations under the Timeshare Program Consumer Documents and the Timeshare Program Governing Documents.

(j) Material Increases to Assessments . Borrower (i) will use its best efforts to cause each Timeshare Association to (A) discharge its obligations under the Timeshare Program Governing Documents and (B) maintain a reasonable reserve for capital improvements to the Timeshare Project affiliated with such Timeshare Association. Borrower will pay the maintenance fees and assessments on its unsold Timeshare Interests related to the Timeshare Projects when due.

(k) Maintenance of Timeshare Project and Other Property . Borrower will maintain or cause to be maintained in good condition and repair all common areas in each Timeshare Project and other on-site amenities which have been promised or represented as being available to Purchasers in the Timeshare Program Consumer Documents and, to the extent owned by Borrower or an Affiliate of Borrower, all portions of improvements in which Units are located and are not part of a Timeshare Project. Borrower will maintain or cause the Timeshare Association affiliated with such Timeshare Project to maintain a reasonable reserve to assure compliance with the terms of the foregoing sentence.

(l) Maintenance of Larger Tract . To the extent that a Timeshare Project is either (i) part of a larger common ownership regime or planned development or (ii) parts of buildings in which Units are located are not part of a Timeshare Project, Borrower will pay its commercially reasonable share of common expenses to be allocated to such Timeshare Project. Borrower will use

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commercially reasonable efforts to cause all such property which is not part of a Timeshare Project to be professionally managed in a first class manner substantially similar to the manner in which the Timeshare Projects are managed.

(m) Collection of Receivables Collateral . Borrower will undertake or cause the Servicing Agent to undertake the diligent and timely collection of amounts delinquent under each Note Receivable which constitutes part of the Collateral and will bear the entire expense of such collection. Lender shall have no obligation to undertake any action to collect under any Note Receivable.

(n) Loan File . Borrower will, at the time of the assignment thereof to Lender, have in its possession a complete Loan File (which may be in electronic form). In respect of each of the Notes Receivable and Borrower will have delivered to Custodian all documents required to be delivered pursuant to Borrower's Request for Loan Advance. Borrower shall maintain, in trust for the benefit of Lender, continuous possession of the originals of all documents comprising the Loan File for each Note Receivable assigned to Lender, which have not been delivered to Lender (or to a custodian for Lender) and shall deliver to Lender (or to a custodian for Lender) a copy of any documents in such Loan Files as Lender may request.

(o) Financial Covenants . Throughout the Term, Borrower shall:

(i) cause expenses arising in connection with the sale of Timeshare Interests (limited to Marketing Management, Advertising, Commissions, Field Sales, less Commission-SOP Deferral), arising in connection with Borrower's business, not to exceed 55% of the net sales price of Timeshare Interests (equivalent to TS Marketing Fees, Vacation Club Sales, Vacation Club Cancellations and Vacation Club Modifications) sold by Borrower during each 12 month period terminating as of the end of each fiscal year, beginning with the fiscal year ending December 2009, and for each fiscal year thereafter. All amounts referred to herein shall be derived from the year end management prepared Profit and Loss Statement. All capitalized terms referred to herein are as found on the year end management prepared Profit and Loss Statement. Failure to meet the requirements of this subsection 6.1(o)(i) as of the end of a fiscal year may be cured by the end of the immediately succeeding fiscal quarter;

(ii) maintain a tangible net worth (determined on a consolidated basis in accordance with GAAP as set forth under total member’s equity in the most recent year end consolidated balance sheets of Borrower) of not less than $45,000,000, which covenant shall be tested as of the last day of the most recent fiscal year of the Borrower preceding the Effective Date and as a condition to closing and thereafter annually as of the end of each fiscal year of Borrower. Borrower's tangible net worth (determined on a consolidated basis in accordance with GAAP as set forth under total members’ equity in the most recent year end consolidated balance sheets of Borrower prior to the Effective Date) as of December 31, 2009, was $75,313,000; and

(iii) cause Guarantor to maintain Tangible Net Worth of not less than $768,277,000, which covenant shall (A) be tested as of the last day of the calendar quarter

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immediately prior to the Effective Date and as a condition to closing and thereafter annually as of the end of each fiscal year of Guarantor; and (B) increase annually, commencing April 1, 2011 and continuing on April 1 of each calendar year thereafter, by 25% of Guarantor's net income from the Guarantor’s prior fiscal year (but excluding periods prior to the last day of the calendar quarter immediately prior to the Effective Date) (the " Measuring Period "). Guarantor's Tangible Net Worth as of June 30, 2010, was $960,347,000.

For the avoidance of doubt, in no event shall the foregoing Tangible Net Worth covenant of Guarantor as set forth in clause (iii) be decreased in the event Guarantor incurs a net loss in any Measuring Period.

(p) Exchange Affiliation . Borrower shall provide Lender with (i) evidence that the Big Cedar Project has been designated as an RCI Gold Crown Resort with five (5) stars as of the Effective Date and (ii) evidence that the Long Creek Project has been designated as an RCI five (5) star resort as of the Effective Date, through each Timeshare Project’s existence as a Vacation Club component site resort.

(q) Right to Inspect . Borrower will permit Lender and its representatives and consultants at all reasonable times to inspect each Timeshare Project and to inspect and audit Borrower's books, records, operations and sales and copy Borrower's books and records, on an annual basis (or on a more frequent basis during the continuance of an Event of Default). In addition, Lender and its representatives and consultants shall have the right to audit the Servicing Agent's (including Bluegreen's), the Backup Servicing Agent's or the Custodial Agent's servicing and custodial activities on an annual basis (or on a more frequent basis during the continuance of an Event of Default) as provided, respectively, in the Servicing Agreement, Backup Servicing Agreement and in the Custodial Agreement. In connection with such audits and inspections, Borrower shall supply to Lender any documents, bank statements or other records within the custody or control of Borrower as is reasonably requested by Lender. All such audits and inspections shall be performed at Borrower's expense, which shall include reimbursement of all reasonable travel and transportation, lodging and food expenses incurred in connection therewith. In addition, Lender acknowledges that the information produced by Borrower in response to any such inspection or audit contains information which Borrower and Lender deem "confidential," "proprietary" and "secret". Lender shall hold and, shall at all times ensure that it and its Affiliates, including, without limitation, its employees, agents, representatives and consultants, hold in confidence all such information, and will prevent (a) the disclosure by it or its Affiliates, including, without limitation, its employees, agents, representatives and consultants, to other Persons of any proprietary, confidential or secret information of Borrower or Purchasers or (b) the use of such information other than for the purposes set forth in this subsection 6.1(q) , unless authorized to do so in writing by the Borrower.

(r) Management and Marketing . At all times during the Term, the Timeshare Manager shall have substantial experience and expertise in the hospitality industry and with respect to timeshare operations of a type and quality substantially similar to the Timeshare Project and shall be a Person reasonably acceptable to Lender (notwithstanding the fact that a Timeshare Association may be responsible for the management of a Timeshare Project). At all times during the Term, the Vacation Club Manager shall have substantial experience and expertise in the hospitality industry, with respect to an operation substantially similar to the Vacation Club. Lender approves Bluegreen

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Resorts Management, Inc. as the Timeshare Manager for the Big Cedar Project, as the Timeshare Manager for the Long Creek Project, and as the Vacation Club Manager.

6.2 Negative Covenants .

(a) Change in Borrower's Name, Principal Place of Business, Jurisdiction of Organization or Business . Borrower will not change its name or jurisdiction of organization or move its principal place of business or chief executive office except upon not less than 60 days' prior written notice to Lender. Borrower's sole business shall be the development, construction, ownership, management and sale of Timeshare Interests in the Timeshare Project, and in such other timeshare projects as it may develop, construct, own, manage and sell from time to time, or as may otherwise be contemplated by the Borrower’s limited liability company agreement.

(b) Restrictions on Additional Indebtedness . Subject to the additional restrictions set forth in Section 6.2(c) below, Borrower will not incur any additional Indebtedness, including any liability under any capitalized lease or any liability as a guarantor or other contingent liability, except for the following (" Permitted Debt "): any (a) unsecured Indebtedness or any other unsecured indebtedness, (b) secured indebtedness relating to the Timeshare Projects, provided that an intercreditor agreement reasonably acceptable to Lender is executed by the Person providing such secured indebtedness containing customary provisions including, for example, notice and cure rights, and agreements providing quiet enjoyment rights to owners of Timeshare Interests, and (c) secured indebtedness, including capitalized leases, not collateralized by the Timeshare Projects. Any Permitted Debt relating to clause (b) above that would encumber Timeshare Interests pertaining to Notes Receivable that may be pledged to Lender in satisfaction of Borrower's replacement obligation shall, if applicable, have release provisions which would result in any blanket lien encumbering such Timeshare Interests to be released prior to the Note Receivable pertaining thereto being pledged to Lender.

(c) Ownership and Control . Without the prior written consent of Lender, Borrower will not: (i) sell, convey, lease, pledge, hypothecate, encumber or otherwise transfer Collateral, other than in accordance with and as permitted by the terms of this Agreement; (ii) permit or suffer to exist any liens, security interests or other encumbrances on the Collateral, except for the Permitted Encumbrances and liens and security interests expressly granted to Lender; (iii) permit the sale, conveyance, lease, transfer or disposition of either Timeshare Project, other than the sale of Timeshare Interests in arms-length transactions in Borrower's ordinary course of business; (iv) permit or suffer to exist any change in (A) the legal or beneficial ownership of Borrower or any Person controlling Borrower (whether directly or indirectly through one or more intermediaries) that results in Bluegreen owning, directly or indirectly, less than 51% of the ownership interest in Borrower or which results in Big Cedar, L.L.C. owning, directly or indirectly, less than 25% of the ownership interest in Borrower or (B) any change in the power to manage or control Borrower or any Person controlling Borrower (whether directly or indirectly, through one or more intermediaries); (iv) cease operation, liquidate or dissolve; or (v) merge or consolidate with or into another Person, unless the Borrower is the surviving Person.

(d) Approval of Certain Sales Activities Relating to Pledged Notes Receivable . Borrower will not pledge Notes Receivable to Lender that arise from the sale of Timeshare Interests

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outside the State of Missouri unless: (i) Borrower has delivered to Lender true and complete copies of the Minimum Required Timeshare Approvals required in such new jurisdiction for its proposed conduct and all other evidence required by Lender that Borrower has complied with all Legal Requirements of such jurisdiction governing its proposed conduct; and (ii) Borrower has delivered to Lender the Timeshare Program Consumer Documents and the Timeshare Program Governing Documents which Borrower will be using in connection with such Timeshare Project and the sale or offering for sale of Timeshare Interests in such new jurisdiction and such documents have been approved by Lender, which approval shall not be unreasonably withheld, conditioned or delayed.

(e) No Modification of Receivables Collateral or Payments by Borrower . Other than in respect to a Permitted Modification, Borrower will not cancel or materially modify, or consent to or acquiesce in any material modification (including any change in the interest rate or amount, frequency or number of payments) to, or solicit the prepayment of, any Note Receivable which constitutes part of the Receivables Collateral; or waive the timely performance of the obligations of the Purchaser under any such Note Receivable or its security; or release the security for any such Note Receivable. Borrower will not pay or advance directly or indirectly for the account of any Purchaser any sum required to be deposited or owing by the Purchaser either under any Purchase Contract or under any Note Receivable which constitutes part of the Receivables Collateral.

(f) No Modification of Timeshare Documents . Other than in respect to a Permitted Modification, Borrower will not cancel or materially modify, or consent to or suffer to exist any cancellation or material modification of any Timeshare Program Consumer Document or any Timeshare Program Governing Document, in connection with any Notes Receivable that are collaterally assigned to Lender.

(g) Maintenance of Larger Tract . To the extent either Timeshare Project is part of a larger common ownership regime or planned development or parts of buildings in which Units are located are not part of such Timeshare Project, Borrower will not permit common expenses to be allocated to such Timeshare Project in an unreasonably disproportionate manner.

(h) Making Loans . Other than the providing of purchase money financing to Purchasers of Timeshare Interests and other than loans to a member of Borrower or Guarantor which are subject to the Subordination Agreement, Borrower shall not loan funds to any Person.

(i) Reserved .

(j) Reserved .

(k) Negative Pledge . Until such time as all of the payment Obligations of the Borrower have been Performed in full, Borrower agrees not to pledge, encumber or assign (either collaterally or outright) (or permit such pledge, encumbrance or assignment) to any Person or grant to any Person (or permit the granting to any Person) of a lien on or a security interest in (i) any developer or declarant's rights under a Timeshare Declaration, (ii) any contracts, licenses, permits, plans or other intangibles used in connection with a Timeshare Project, the marketing and sale of Timeshare Interests and/or the management and/or operations of a Timeshare Project, (iii) the

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Reservation System (except that a non-exclusive license to use the Reservation System granted to any Person, including Lender, shall not be deemed a pledge, encumbrance or assignment (either collaterally or outright) or the granting of a lien or security interest in violation of this subsection 6.2(k) , (iv) any property management agreements in any way relating to either of the Timeshare Projects including without limitation that certain Management Agreement dated January 1, 2002, by and between Big Cedar Wilderness Club Condominium Association, Inc. and Bluegreen Resorts Management, Inc. and all replacements and substitutions thereof, and that certain Management Agreement dated September 21, 2007, by and between Bluegreen Wilderness Club at Long Creek Ranch Condominium Association, Inc. and Bluegreen Resorts Management, Inc. and all replacements and substitutions thereof, (v) any sales or marketing agreements in effect from time to time concerning the sale and marketing of Timeshare Interests at either of the Timeshare Projects, (vi) any other agreements now or hereafter in existence related to the development or operation of a Timeshare Project, including management, marketing, maintenance and service contracts, (vii) any intangibles, licenses and permits with respect to a Timeshare Project; or (viii) any right to vote on matters with respect to which owners of Timeshare Interests may vote, and Borrower shall not grant any proxy rights in that regard. The aforementioned negative pledge shall be included within the financing statements that are filed and recorded against Borrower.

6.3 Survival of Covenants . The covenants contained in this Article 6 are in addition to, and not in derogation of, the covenants contained elsewhere in the Loan Documents and shall be deemed to be made and reaffirmed prior to the making of each Advance.

7. DEFAULT

7.1 Events of Default . The occurrence of any of the following events or conditions shall constitute an event of default (an " Event of Default ") by Borrower under the Loan Documents:

(a) Payments . If Borrower fails to make any payment of interest due under the Loan within three (3) Business Days of its respective due date, if Borrower fails to make any payment of fees or other amounts with respect to the Loan within three (3) Business Days the required due date, or if not sooner due and payable, on the Maturity Date or if the Servicing Agent fails to remit to Lender the proceeds of any Collateral in accordance with the provisions of the Servicing Agreement.

(b) Covenant Defaults . Borrower fails to perform or observe any covenant, agreement or obligation contained in this Agreement or in any of the Loan Documents and fails to remedy such default within thirty (30) days after the earlier to occur of (i) written notice from Lender to Borrower of the existence of such default or (ii) Borrower's actual knowledge of such default, provided, however , that if Borrower commences to cure such failure within such thirty (30) day period, but, because of the nature of such failure, cure cannot be completed within thirty (30) days notwithstanding Borrower's diligent effort to do so (as reasonably determined by Lender), then provided Borrower, in Lender's reasonable judgment, diligently and in good faith seeks and continues to seek to complete such cure, an Event of Default shall not result unless Borrower fails to cure such Event of Default as soon as reasonably practical, but in any event within sixty (60) days; and provided, however further , that the foregoing notice and cure period shall not apply if Lender reasonably determines that such default is incapable of being cured or if Borrower has been given notice of a similar default within the preceding twelve (12) months. In addition, the foregoing notice

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and cure period shall not apply to a breach by Borrower of any covenant or agreement obligating Borrower to pay the Loan or any other amounts due under the Loan Documents, the covenants, agreements, and obligations in Sections 2.7(c) , 2.7(d) , 3.2(b) , 6.1(c)(i), (ii) or (iii) (provided, however, that, in connection with Sections 6.1(c)(i) , (ii) or (iii) , in all circumstances other than the lapse of insurance, the foregoing notice and cure period specified above shall apply) , 6.1(g) , 6.1(o) , 6.2(b) or 6.2(c) , or the covenants, agreements and obligations that are otherwise specifically addressed in other subsections of this Section 7.1 .

(c) Cross-Default . The occurrence of an Event of Default, or any similar event under any other loan facility or arrangement between Borrower and Lender or any of Lender's Affiliates.

(d) Environmental Default . Failure of any party to comply with or perform when due any term, obligation, covenant or condition contained in the Environmental Indemnity.

(e) Default by Borrower in Other Agreements . Any default by Borrower resulting in a declared event of default in respect of any other Indebtedness of Borrower to any Person in excess of $5,000,000 in the aggregate after the expiration of any applicable grace or cure period which has not been waived and which results in the acceleration of the maturity of such Indebtedness; or any default under the terms of the Existing Indebtedness which permits the holders of such Indebtedness to elect a majority of the voting control of the Borrower or of managing member or managing partner of Borrower.

(f) Warranties or Representations . Any material statement, representation or warranty made by or on behalf of Borrower or Guarantor in the Loan Documents, any financial statements or any other writing delivered to Lender in connection with the Loan is false, misleading or erroneous in any material respect as of the date made or reaffirmed.

(g) Termination of Borrower . The dissolution of Borrower (regardless of whether election to continue is made), the withdrawal of any member of Borrower from Borrower, the dissolution of any member of Borrower, or any other termination of Borrower's existence as a going business.

(h) Enforceability of Liens . If (i) this Agreement or any of the Loan Documents ceases to be in full force and effect; or (ii) any lien or security interest granted by Borrower to Lender in connection with the Loan is or becomes invalid or unenforceable or is not, or ceases to be, a perfected first priority lien or security interest in favor of Lender encumbering the asset to which it is intended to encumber .

(i) Creditor or Forfeiture Proceedings . Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency, including a garnishment of any of Borrower's accounts, including deposit accounts, with Lender.

(j) Guaranty . Any default under the Guaranty Agreement or the revocation or attempted revocation or repudiation thereof, in whole or part, by the Guarantor.

(k) Reserved .

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(l) Bankruptcy . A petition under any Chapter of Title 11 of the United States Code or any similar law or regulation is filed by or against Borrower, Bluegreen Vacations Unlimited, Inc. or Guarantor (and in the case of an involuntary petition in bankruptcy, such petition is not discharged within forty-five (45) days of its filing), or a custodian, receiver or trustee for Borrower, Guarantor, a Timeshare Project or any Collateral is appointed, or Borrower or Guarantor makes an assignment for the benefit of creditors, or any of them are adjudged insolvent by any state or federal court of competent jurisdiction, or any of them admit their insolvency or inability to pay their debts as they become due, or an attachment or execution is levied against a Timeshare Project or any Collateral.

(m) Attachment, Judgment, Tax Liens . The issuance, filing or levy or seizure against Borrower of one or more attachments, executions, tax liens or judgments for the payment of money in excess of $250,000 on an individual basis or $1,000,000 in the aggregate, which is not discharged in full or stayed (through appeal or otherwise) within thirty (30) days after issuance or filing, or the issuance by a court of competent jurisdiction of an injunction or similar restraint that is reasonably likely to result in a Material Adverse Change to the Borrower, Guarantor or a Timeshare Project.

(n) Material Adverse Change . Any Material Adverse Change as determined by Lender in good faith occurs in the financial condition of Borrower, Guarantor, a Timeshare Project or in the condition of the Collateral.

(o) Criminal Proceedings . The indictment of Borrower or Guarantor under any criminal statute, or the commencement of criminal or civil proceedings against Borrower or Guarantor pursuant to which statute or proceedings the penalties or remedies sought or available include forfeiture of any Collateral, or Borrower or Guarantor engages or participates in any "check kiting" activity regardless of whether a criminal investigation has been commenced.

(p) Loss of License . The loss, revocation or failure to renew or file for renewal of any material registration, approval, license, permit or franchise now held or hereafter acquired by the Borrower or with respect to a Timeshare Project, or the failure to pay any fee, which is necessary for the continued operation of a Timeshare Project or the Borrower's business in the same manner as it is being conducted at the time of such loss, revocation, failure to renew or failure to pay, except, in any of the foregoing cases, where any such failure would not reasonably be expected to result in a Material Adverse Change.

(q) Suspension of Sales . The issuance of any stay order, cease and desist order or similar judicial or nonjudicial sanction that materially adversely limits or otherwise affects any Timeshare Interest sales or financing activities or the ability of Borrower to own or operate the Timeshare Project, and, with respect to any such sanction only, which sanction is not dismissed, terminated or rescinded within thirty (30) calendar days, and as a consequence thereof Borrower ceases its day-to-day timeshare business operations.

(r) Reserved.

(s) Timeshare Documents . If the Timeshare Declaration, any of the other documents creating or governing a Timeshare Project, its timeshare regime, or the Association, or

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the restrictive covenants with respect to a Timeshare Project, shall be terminated, amended or modified in any material adverse manner with respect to the Lender’s Collateral or the ability of the Borrower to Perform its Obligations.

(t) Removal of Collateral . If Borrower conceals, removes, transfers, conveys, assigns or permits to be concealed, removed, transferred, conveyed or assigned, or interferes with Lender's rights in any of the Collateral in violation of the terms of the Loan Documents or with the intent to hinder, delay or defraud any of its creditors including Lender.

(u) Operating Contracts . If any material default shall occur by Borrower under material agreements or arrangements relating to the use, operation, maintenance, service or enjoyment of a Timeshare Project, including with respect to management, marketing and sales, in any material adverse manner with respect to the Lender’s Collateral or the ability of the Borrower to Perform its Obligations.

(v) Vacation Club . (i) The Vacation Club Trust Agreement is modified in a manner material and adverse to the interest of the Lender with respect to any of its rights as an Interest Holder Beneficiary thereunder; (ii) the Vacation Club Trustee violates or breaches any material agreement within the Vacation Club Trust Agreement that is for the benefit of (a) the Lender with respect to any of its rights as an Interest Holder Beneficiary thereunder or (b) an Owner Beneficiary related to a Note Receivable pledged to the Lender pursuant to the applicable Loan Documents; (iii) there occurs a loss, revocation or failure to renew or failure to file a renewal of any necessary and proper registration, approval, license, permit or franchise now held or hereafter held with respect to the Vacation Club that materially and adversely affects Lender, as an Interest Holder Beneficiary thereunder or materially and adversely affects any Owner Beneficiary related to a Note Receivable pledged to Lender pursuant to the applicable Loan Documents; (iv) there is issued any stay order, cease and desist order, injunction, temporary restraining order or similar judicial or nonjudicial sanction with respect to the Vacation Club that materially and adversely affects Lender, as an Interest Holder Beneficiary thereunder or materially and adversely affects any Owner Beneficiary related to a Note Receivable pledged to Lender pursuant to the applicable Loan Documents; (v) there occurs a termination or dissolution of the Vacation Club; or (vi) either Timeshare Project ceases to be a component resort of the Vacation Club.

(w) Other Defaults. The occurrence or nonoccurrence of any act or event which pursuant to the specific provisions of any of the Loan Documents constitutes an Event of Default.

7.2 Effect of an Event of Default; Remedies . At any time after an Event of Default has occurred and while it is continuing, Lender may but without obligation, in addition to the rights and powers granted elsewhere in the Loan Documents and not in limitation thereof, do any one or more of the following:

(a) declare the Note and all other sums owing by Borrower to Lender in connection with the Loan, immediately due and payable without notice, presentment, demand or protest, which are hereby waived by Borrower; except that in the case of an Event of Default of the type described in Section 7.1(l) , such acceleration shall be automatic and not optional;

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(b) with respect to the Receivables Collateral, (i) after any applicable delinquency on a Purchase Contract, institute collection, foreclosure and other enforcement actions against Purchasers and other Persons obligated on the Receivables Collateral, (ii) enter into modification agreements and make extension agreements with respect to payments and other performances, (iii) release Persons liable for performance, (iv) settle and compromise disputes with respect to payments and performances claimed due, all without notice to Borrower, without being called to account therefor by Borrower and without relieving Borrower from Performance of the Obligations, (v) [omitted], (vi) verify the validity and amount of or any other matter relating to the Receivables Collateral, by mail, telephone, telegraph or otherwise, (vii) direct all Purchasers to make payment of all Receivables Collateral directly to Lender or a Person designated by Lender, forward invoices directly to such Purchasers and receive and collect all monies due or to become due with respect to such Receivables Collateral, (viii) take control in any manner of any cash or non-cash items of payment or proceeds of the Receivables Collateral; and (ix) enforce payment of and collect any of the Receivables Collateral assigned to Lender pursuant to this Agreement, by legal proceedings or otherwise, and for such purpose, Lender may: (A) demand payment of any of such Receivables Collateral in accordance with the terms thereof; (B) settle, adjust, compromise, extend, renew, discharge or release any of the Receivables Collateral; (C) sell or assign any of the Receivables Collateral on such terms, for such amount and at such times as Lender deems advisable; (D) prepare, file and sign Borrower's name on any proof of claim or similar document in any proceeding filed under any Debtor Relief Laws as to any of the Receivables Collateral; (E) endorse the name of Borrower upon any documents, instruments or similar documents or agreements relating to the Receivables Collateral or upon any checks or other media of payment that may come into Lender's possession; or (F) take all other actions necessary or desirable to protect Lender's interest in the Receivables Collateral;

(c) proceed to protect and enforce its rights and remedies under the Loan Documents and to foreclose or otherwise realize upon its security for the Performance of the Obligations, or to exercise any other rights and remedies available to it at law, in equity or by statute;

(d) request and have appointed a receiver with respect to Borrower and/or the Collateral, and to that end, Borrower hereby consents to the appointment of a receiver by Lender in any action initiated by Lender pursuant to this Agreement, and Borrower waives any notice and posting of a bond in connection therewith;

(e) at its discretion, retain all or part of the Collateral in partial or full satisfaction of the Obligations to the extent permitted by applicable law; however, Lender will not be considered to have offered to retain the Collateral in satisfaction of the Obligations, unless Lender has entered into a written agreement with Borrower to that effect;

(f) Reserved .

(g) to the extent permitted by applicable law, exercise a right of setoff in all Borrower's accounts with Lender (whether checking, savings, or some other account), including all accounts Borrower holds jointly with someone else with Lender and all accounts Borrower may open in the future with Lender (collectively, the " Borrower Bank Accounts "); exclusive, however, of any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law;

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(h) increase the rate of interest accruing under the Loan to the Default Rate; and/or

(i) exercise any and all other remedies available at law or in equity.

For the purpose of carrying out the provisions and exercising the rights, powers and privileges granted by Section 7.2(b) , Borrower hereby unconditionally and irrevocably constitutes and appoints Lender true and lawful attorney-in-fact to enter into such contracts, perform such acts and incur such liabilities as are referred to in said subsection in the name and on behalf of Borrower. This power of attorney is coupled with an interest.

All remedies of Lender provided for herein and in any other Loan Documents are cumulative and shall be in addition to all other rights and remedies provided by law or in equity. The exercise of any right or remedy by Lender hereunder shall not in any way constitute a cure or waiver of default hereunder or under any other Loan Document or invalidate any act done pursuant to any notice of default, or prejudice Lender in the exercise of any of its rights hereunder or under any other Loan Document. If Lender exercises any of the rights or remedies provided in this Article 7 , that exercise shall not make Lender, or cause Lender to be deemed to be, a partner or joint venturer of Borrower. No disbursement of loan funds by Lender shall cure any default of Borrower, unless Lender agrees otherwise in writing in each instance.

Upon the occurrence of any Event of Default, all of Borrower's obligations under the Loan Documents may become immediately due and payable without notice of default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or other notices or demands of any kind or character, at Lender's option, exercisable in its sole discretion.

7.3 Application of Proceeds During an Event of Default . Notwithstanding anything in the Loan Documents to the contrary, but subject to Section 7.5 , while an Event of Default exists, any cash received and retained by Lender in connection with the Receivables Collateral or any other Collateral may be applied to payment of such of the Obligations as Lender in its discretion may determine.

7.4 Uniform Commercial Remedies; Sale; Assembly of Receivables Collateral .

(a) UCC Remedies; Sale of Collateral . Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and all other rights and remedies accorded to a secured party at equity or law. Any notice of sale or other disposition of the Receivables Collateral given not less than 10 days prior to such proposed action in connection with the exercise of Lender's rights and remedies shall constitute reasonable and fair notice of such action. Lender may postpone or adjourn any such sale from time to time by announcement at the time and place of sale stated on the notice of sale or by announcement of any adjourned sale, without being required to give a further notice of sale. Any such sale may be for cash or, unless prohibited by applicable law, upon such credit or installment as Lender may determine. Borrower shall be credited with the net proceeds of such sale only when such proceeds are actually received by Lender in good current funds. Despite the consummation of any such sale, Borrower shall remain liable for any

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deficiency on the Obligations which remains outstanding following such sale. All net proceeds recovered pursuant to a sale shall be applied in accordance with the provisions of Section 7.5 .

(b) Lender's Right to Execute Conveyances . Lender may, in the name of Borrower or in its own name, make and execute all conveyances, assignments and transfers of the Receivables Collateral sold in connection with the exercise of Lender's rights and remedies; and Lender is hereby appointed Borrower's attorney-in-fact for this purpose, which power of attorney is coupled with an interest.

(c) Obligation to Assemble Receivables Collateral . Upon request of Lender when an Event of Default exists, Borrower shall assemble the Receivables Collateral or any portion thereof (in its possession) and make it available to Lender at a time and place designated by Lender, if it is not already in Lender's possession.

(d) Registration . Borrower recognizes that registration of certain of the Receivables Collateral or other Collateral under the federal and state securities laws may be impractical because of the expenses or delays involved in the registration process and that in the absence of such registration, Lender may be unable to effect a public sale of all or a part of the Collateral, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire such Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Borrower agrees that private sales so made may be at prices and other terms less favorable to the seller than if such Collateral were sold at public sales, and that Lender has no obligation to delay sale of any such Collateral for a period of time necessary to permit such Collateral to be registered for public sale under the Securities Act of 1933, as amended, and any applicable Blue Sky or other state securities laws. Borrower agrees that sales made under the foregoing circumstances shall not be deemed to have been made in a commercially unreasonable manner by virtue of any terms less favorable to the seller resulting from the private nature of such sales.

7.5 Application of Proceeds . The proceeds of any sale of all or any part of the Collateral made in connection with the exercise of Lender's rights and remedies shall be applied in the following order of priorities; first, to the payment of all costs and expenses of such sale, including compensation to Lender’s agents, reasonable attorneys' fees, and all other reasonable expenses, liabilities and advances incurred or made by Lender, its agents and attorneys, in connection with such sale, and any other unreimbursed expenses for which Lender may be reimbursed pursuant to the Loan Documents; second, to the payment of the Obligations in such order and manner as Lender may determine; and last, to the payment to Borrower, its successors or assigns, or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct, of any surplus then remaining from such proceeds.

7.6 Lender's Right to Perform . Lender may, at its option, and without any obligation to do so, pay, perform and discharge any and all obligations agreed to be paid or Performed in the Loan Documents by Borrower or any surety for the Performance of the Obligations if (a) such Person fails to do so and (b) (i) an Event of Default exists and at least 5 Business Days' notice has been given to such Person of Lender's intention to take such action, (ii) the action taken by Lender involves obtaining insurance which such Person has failed to maintain in accordance with the Loan

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Documents or to deliver evidence thereof, or (iii) in the opinion of Lender, such action must be taken because an emergency exists or to preserve any of the Collateral or its value. For such purposes Lender may use the proceeds of the Collateral. All amounts expended by Lender in so doing or in exercising its remedies under the Loan Documents following an Event of Default shall become part of the Obligations, shall be immediately due and payable by Borrower to Lender upon demand, and shall bear interest at the Default Rate from the dates of such expenditures until paid.

7.7 Waiver of Marshalling . Borrower, for itself and for all who may claim through or under it, hereby expressly waives and releases all right to have the Collateral, or any part of the Collateral, marshalled on any foreclosure, sale or other enforcement of Lender's rights and remedies.

7.8 Waiver in Legal Actions . In connection with any proceedings related to the enforcement of remedies under this Agreement or the documents collateral hereto or the transactions contemplated hereunder, Borrower irrevocably waives:

(a) All procedural errors, defects and imperfections in such proceedings;

(b) Any requirement of bonds, and any surety or security relating thereto, required by any statute, court rule or otherwise as incident to such possession;

(c) Demand, presentment and protest, notice of demand, presentment or protest of the Note, the Guaranty or any other Loan Document;

(d) The benefit of any valuation, appraisal and exemption law; and

(e) Any right to subrogation, reimbursement, contribution or indemnity.

7.9 Set-Off . Without limiting the rights of Lender under applicable law, Lender has and may exercise a right of set-off, a lien against and a security interest in all property of Borrower or Guarantor now or at any time in Lender's possession in any capacity whatsoever, including but not limited to any balance of any deposit, trust or agency account, or any other bank account with Lender, as security for all Obligations. At any time and from time to time following the occurrence of an Event of Default, or an event which with the giving of notice or passage of time or both would constitute an Event of Default, Lender may without notice or demand, set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by Lender to or for the credit of Borrower or Guarantor against any or all of the Obligations.

8. COSTS AND EXPENSES; INDEMNIFICATION; DUTIES OF LENDER

8.1 Costs and Expenses . Borrower will pay on demand any and all reasonable costs and expenses incurred by Lender (inclusive of Lender's employees' reasonable travel expenses, including air fare, lodging, meals and other transportation expenses) in connection with the initiation, negotiation, documentation, administration, modification, closing, enforcement and collection of the Loan, the performance of periodic inspections and audits, the making of the Advance, the protection of the Collateral, the performing of due diligence or the enforcement of the Obligations against

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Borrower, and in connection with any bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceeding, or any refinancing or restructuring in the nature of a "workout" of the Loan Documents and any other documents delivered by Borrower and Guarantor related thereto including all reasonable attorneys', inspecting architect's/engineer's, trustee's, notary's, expert witness's, surveyor's, consultant's, brokers and other professional's fees (including out-of-pocket expenses and normal charges of such attorneys and other professionals for photocopy, document binding, courier services, postage, exhibit preparation, telecopy and computer services and clerical overtime), consumer credit reports, escrow and title insurance fees and revenue, documentary stamp, transaction, transfer and intangible taxes, recording fees, registration taxes, collection costs, environmental audit expenses, title insurance fees, search costs, audit expenses and other fees and expenses of Lender incurred in connection with the transaction contemplated hereunder. Without limiting the generality of the foregoing, if a bankruptcy proceeding is commenced by or against Borrower or otherwise involving the Collateral, Lender shall, to the extent not already provided for herein, be entitled to recover, and Borrower shall be obligated to pay, Lender's attorneys' fees and costs incurred in connection with: any determination of the applicability of the bankruptcy laws to the terms of the Loan Documents or Lender's rights thereunder; any attempt by Lender to enforce or preserve its rights under the bankruptcy laws or to prevent Borrower or any other Person from seeking to deny Lender its rights thereunder; any effort by Lender to protect, preserve or enforce its rights against the Collateral, or seeking authority to modify the automatic stay of 11 U.S.C. Section 362 or otherwise seeking to engage in such protection, preservation or enforcement; or any proceeding(s) arising under the bankruptcy laws, or arising in or related to a case under the bankruptcy laws.

8.2 Indemnification . Borrower will INDEMNIFY, PROTECT, HOLD HARMLESS, and defend Lender, its successors, assigns and shareholders (including corporate shareholders), and the directors, officers, employees, servants and agents of any of the foregoing, for, from and against: (a) any and all liability, damage, penalties, or fines, loss, costs or expenses (including court costs and attorneys' fees, whether incurred in a third party action or in an action to enforce this Agreement), claims, demands, suits, proceedings (whether civil or criminal), orders, judgments, penalties, fines and other sanctions whatsoever asserted against it as a result of actions, claims, counterclaims, fines, penalties or otherwise and arising from or brought in connection with a Timeshare Project, the Collateral, Lender's status by virtue of the Loan Documents, sales of Timeshare Interests or the financing of such sales, in either case, in violation of or in noncompliance with any Legal Requirements, the breach by Borrower of any terms and provisions of the Loan Documents, the sale or financing of Timeshare Interests, the creation of liens and security interests, the terms of the Loan Documents or the transactions related thereto, any assertion that Lender is a partner or joint venturer of Borrower or any other Person by virtue of the making of the Loan, or any act or omission of Borrower or an Agent, or their respective employees or agents, whether actual or alleged (“Losses”), except to the extent that any of the foregoing Losses described in this clause (a) are caused by Lender's gross negligence or willful misconduct; and (b) any and all brokers' commissions or finders' fees or other costs of similar type by any party in connection with the Loan, other than those owed to Ward Financial up to $100,000. On written request by a Person covered by the above agreement of indemnity, Borrower will undertake, at its own cost and expense, on behalf of such indemnitee, using counsel reasonably satisfactory to the indemnitee, the defense of any legal action or proceeding to which such Person shall be a party. At Lender's option, Lender may at Borrower's expense prosecute or defend any action within the scope of the indemnification contained in this

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Section 8.2 . No termination of this Agreement or the other Loan Documents shall affect or impair the indemnification provisions contained in this Section 8.2 and all such provisions shall survive such termination.

8.3 Duties of Lender. Lender shall not be liable or responsible in any way for any loss or damage to the Notes Receivable or Receivables Collateral caused by any warehouseman, carrier, forwarding agency, the Lockbox Agent (while the Lockbox Agent is any Person other than Lender or any of its Affiliates), Servicing Agent, Custodial Agent or any other Person whomsoever, excluding damages or losses that occur as a result of Lender's gross negligence or willful misconduct.

8.4 Delegation of Duties and Rights . Lender may execute any of its duties and/or exercise any of its rights or remedies under the Loan Documents by or through its officers, directors, employees, attorneys, agents, representatives or through other Persons.

8.5 Foreign Assets Control . Lender may disclose any and all information regarding Borrower and a Purchaser in connection with any regulatory examination of Lender or to the extent Lender deems advisable to disclose such information to such applicable regulatory agencies involving matters relating to the Trading With the Enemy Act, the Foreign Assets Control Regulations or the Executive Order; provided, however, that if Lender is legally permitted to do so, no such disclosure shall be made prior to the Lender (x) giving the Borrower prior written notification within one (1) Business Day after Lender's receipt of notice of any such required disclosure or decision of the Lender to make such disclosure, that explains in reasonable detail (if known to Lender), the basis for such disclosure, which notification shall include the following: (i) the contents of the disclosure, (ii) the Person to whom the disclosure must be made, and (iii) if known to Lender, the legal basis for the disclosure; (y) using commercially reasonable efforts to require that any recipient of such disclosure maintain such information on a confidential basis in accordance with all Legal Requirements, including all applicable consumer privacy laws; and (z) if Lender is legally permitted to do so, providing Borrower with an opportunity to redact all of the names, social security numbers and bank account numbers of, and all non-public personal information pertaining to, any Purchasers.

9. CONSTRUCTION AND GENERAL TERMS

9.1 Payment Location . All monies payable under the Loan Documents shall be paid to Lender in lawful monies of the United States of America, through the Lockbox Agent pursuant to the Lockbox Agreement, unless otherwise designated in the Loan Documents or by Lender by notice.

9.2 Entire Agreement . The Loan Documents exclusively and completely state the rights and obligations of Lender and Borrower with respect to the Loan. No modification, variation, termination, discharge, abandonment or waiver of any of the provisions or conditions of the Loan Documents shall be valid unless in writing and signed by a duly authorized representative of the party sought to be bound by such action. The Loan Documents supersede any and all prior representations, warranties and/or inducements, written or oral, heretofore made by Lender, Borrower and Guarantor concerning this transaction, including any commitment for financing. To the extent there is a conflict or inconsistency between any Timeshare Declaration (as it pertains to

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the right of Borrower to affect the rights of mortgagees) and the Loan Documents, then, as between Borrower and Lender, the provisions of the Loan Documents shall prevail.

9.3 Powers Coupled with an Interest . The powers and agency hereby granted by Borrower are coupled with an interest and are irrevocable until the Obligations have been paid in full and are granted as cumulative to Lender's other remedies for collection and enforcement of the Obligations.

9.4 Counterparts; Facsimile Signatures . Any Loan Document may be executed in counterpart, and any number of copies of such Loan Document which have been executed by all parties shall constitute one original. Delivery of an executed counterpart of any Loan Document by telefacsimile or other electronic means shall be equally as effective as delivery of a manually executed counterpart of such Loan Document.

9.5 Notices . All notices, requests and demands to be made hereunder to the parties hereto must be in writing (at the addresses set forth below) and may be given by any of the following means:

	(a)	personal delivery;

	(b)	reputable overnight courier service;

	(c)	telecopying (if confirmed in writing sent by registered or certified, first class mail, return receipt requested); or

	(d)	registered or certified, first class mail, return receipt requested.

Any notice, demand or request sent pursuant to the terms of this Agreement will be deemed received (i) if sent pursuant subsection (a) , upon such personal delivery, (ii) if sent pursuant to subsection (b) , on the next Business Day following delivery to the courier service, (iii) if sent pursuant to subsection (c) , upon receipt if such receipt occurs between the hours of 9:00 a.m. and 5:00 p.m. (recipient's time zone) on a Business Day, and if such receipt occurs other than during such hours, on the next Business Day following receipt and (iv) if sent pursuant to subsection (d) , 3 Business Days following deposit in the mail.

The addresses for notices are as follows:

To Lender:

National Bank of Arizona

6001 N. 24th Street, Building B

Phoenix, AZ 85016

Attention: Kristen Carreno

Telephone No.: (602) 212-5404

Telecopier No.: (602) 287-0722

With a copy to:

National Bank of Arizona

6001 N. 24th Street, Building B

Phoenix, AZ 85016

Attention: Legal Department

Telephone No.:(602) 212-5404

Telecopier No.:(602) 212-0722

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With a copy to (which shall not constitute notice):	Gammage & Burnham Two North Central Avenue Eighteenth Floor Phoenix, Arizona 85004 Attention: Randall S. Dalton Telephone No.: (602) 256-4482 Telecopier No.: (602) 256-0566
To Borrower:	Bluegreen/Big Cedar Vacations, LLC C/O Bluegreen Corporation 4960 Conference Way North, Suite 100 Boca Raton, Florida 33431 Attention: Anthony M. Puleo Telephone No.: (561) 912-8270 Telecopier No.: (561) 912) 8123
With a courtesy copy to (but such notice shall not constitute notice to Borrower):	Weinstock & Scavo 3405 Piedmont Road, N.E., Ste. 300 Atlanta, Georgia 30305 Attention: Mark I. Sanders Telephone No.: (404) 231-3999, x353 Telecopier No.: (404) 591-6453; and
	Bluegreen Corporation 4960 Conference Way North, Suite 100 Boca Raton, Florida 33431 Attention: Legal Department Telephone No.: (561) 912-8000 Telecopier No.: (561) 912-8299

The failure to provide courtesy copies will not affect or impair Lender's rights and remedies against Borrower. Such addresses may be changed by notice to the other parties given in the same manner as provided above.

Notwithstanding the foregoing, the request for the Advance of the Loan pursuant to Article 2 above will be deemed received only upon actual receipt.

9.6 Borrower's Representative . Borrower hereby designates the following natural person as its representative for purposes of (i) making all decisions with respect to the Loan and the Loan Documents, (ii) other than as permitted pursuant to subsection 6.1(d)(v) , delivering all notices, certificates, requests for advance and other documents required by the terms of the Loan Documents or requested by Borrower in connection with the Loan and (iii) taking all other actions requested by Borrower in connection with the Loan and the Loan Documents:

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Bluegreen/Big Cedar Vacations, LLC

C/O Bluegreen Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

Attention: Anthony M. Puleo

Telephone No.: (561) 912-8270

Telecopier No.: (561) 912) 8123

In taking action pursuant to the terms of this Agreement and the other Loan Documents, Lender shall be entitled to rely, without further investigation, upon any notice, certificate, request for advance or other document delivered in writing and executed or signed by such representative of Borrower. In addition, Lender may, at its option, refuse to take action in the event a notice, certificate, request for advance or other document is delivered to Lender which has not been executed or delivered by such representative of Borrower (other than as permitted pursuant to subsection 6.1(d)(v) ).

9.7 General Submission Requirements . All documents, agreements, reports, surveys, appraisal, insurance, references, financial information or other submissions (collectively the " Submissions ") required under the Loan Documents shall be in form and content satisfactory to Lender and prepared and performed at Borrower's expense. Lender shall have the prior right of approval of any person, firm or entity responsible for preparing each Submission (" Preparer ") and may reject any Submission if Lender believes in its sole opinion that the experience, skill, reputation or other aspect of the Preparer is unsatisfactory in any respect.

9.8 Loan Participants . Lender has the ongoing right, without prior notice to Borrower or Guarantor and without Borrower's or Guarantor's approval, to designate or redesignate one or more participating lenders (" Participant(s) ") and to sell or grant to Participants participation interests in the Loan, in any amounts or combinations, and with respect to any Loan Documents, and with respect to any collateral for the Obligations, and upon terms or conditions as may be acceptable to Lender in its sole discretion. Participants with respect to the Loan, if any, may be the same or different than Lender's Participants with respect to any other loan from Lender in favor of Borrower. In the event that Lender so designates a Participant and sells or grants such Participant a participation interest in some or all of the Loan, such Participant shall communicate and deal only with Lender in respect to such Participant's interest in the Loan, the Loan Documents and the collateral pledged to Lender, and Borrower shall communicate and deal and shall cause Guarantor to communicate and deal only with Lender and not with any Participant. Borrower shall reasonably cooperate and shall cause Guarantor to reasonably cooperate with Lender in connection with Lender's consummation and administration of any agreements with one or more Participants or their successors and assigns (" Participation Agreement "), and in complying with the terms of such Participation Agreements, including with respect to periodic deliveries of accountings and reports with respect to the Loan and the collateral pledged to Lender.

9.9 Successors and Assigns . All the covenants of Borrower and all the rights and remedies of Lender contained in the Loan Documents shall bind Borrower, and, subject to the restrictions on merger, consolidation and assignment contained in the Loan Documents, its successors and assigns, and shall inure to the benefit of Lender, its successors and assigns, whether so expressed or not. Borrower may not assign its rights in the Loan Documents in whole or in part. Except as may be expressly provided in a Loan Document, no Person shall be deemed a third party

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beneficiary of any provision of the Loan Documents. Lender shall have the right to assign to another Person (either outright or by means of a pledge) Lender's Loan Documents and an interest in the Loan, in whole or in part, without the prior written consent or notice to Borrower or Guarantor.

9.10 Severability . If any provision of any Loan Document is held to be invalid, illegal or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of the Loan Documents shall not in any way be affected or impaired thereby. In lieu of each such illegal, invalid or unenforceable provision, there shall be added to the Loan Document affected, a provision that is legal, valid and enforceable and as similar in terms to such illegal, invalid and unenforceable provision as may be possible.

9.11 Time of Essence . Time is of the essence in the Performance of the Obligations.

9.12 Miscellaneous . All headings are inserted for convenience only and shall not affect any construction or interpretation of the Loan Documents. Unless otherwise indicated, all references in a Loan Document to clauses and other subdivisions refer to the corresponding paragraphs, clauses and other subdivisions of the Loan Document. All Schedules and Exhibits referred to in this Agreement are incorporated in this Agreement by reference.

9.13 FORUM SELECTION; JURISDICTION; CHOICE OF LAW . THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA, THE PRIMARY PLACE OF BUSINESS OF LENDER, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES. BORROWER ACKNOWLEDGES THAT THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WERE SUBSTANTIALLY NEGOTIATED IN THE STATE OF ARIZONA, THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WERE DELIVERED BY BORROWER IN THE STATE OF ARIZONA, EXECUTED BY LENDER IN THE STATE OF ARIZONA AND ACCEPTED BY LENDER IN THE STATE OF ARIZONA AND THAT THERE ARE SUBSTANTIAL CONTACTS BETWEEN THE PARTIES AND THE TRANSACTIONS CONTEMPLATED HEREIN AND THE STATE OF ARIZONA. SUBJECT TO THE PROVISIONS OF SECTION 9.14 , FOR PURPOSES OF ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, THE PARTIES HERETO HEREBY EXPRESSLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ALL FEDERAL AND STATE COURTS LOCATED IN THE STATE OF ARIZONA AND BORROWER CONSENTS THAT IT MAY BE SERVED WITH ANY PROCESS OR PAPER BY REGISTERED MAIL OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ARIZONA IN ACCORDANCE WITH APPLICABLE LAW. FURTHERMORE, BORROWER WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER. TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION FINDS ARIZONA LAW INAPPLICABLE WITH RESPECT TO ANY PROVISIONS OF THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS, THEN, AS TO THOSE PROVISIONS ONLY, THE LAWS OF THE STATES WHERE THE COLLATERAL IS LOCATED SHALL BE DEEMED TO APPLY. NOTHING IN THIS SECTION SHALL LIMIT OR RESTRICT THE

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RIGHT OF LENDER TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATES IN WHICH THE COLLATERAL IS LOCATED TO THE EXTENT LENDER DEEMS SUCH PROCEEDING NECESSARY OR ADVISABLE TO EXERCISE REMEDIES AVAILABLE UNDER THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE INTERPRETED WITHOUT REGARD TO ANY RULE OR CANON OF CONSTRUCTION WHICH INTERPRETS AGREEMENTS AGAINST A DRAFTSMAN.

9.14 DISPUTE RESOLUTION . This section contains a jury waiver, arbitration clause, and a class action waiver. READ IT CAREFULLY.

(A) JURY TRIAL WAIVER; CLASS ACTION WAIVER . AS PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THEIR RESPECTIVE RIGHTS TO A TRIAL BEFORE A JURY IN CONNECTION WITH ANY DISPUTE (AS "DISPUTE" IS HEREINAFTER DEFINED), AND DISPUTES SHALL BE RESOLVED BY A JUDGE SITTING WITHOUT A JURY. IF A COURT DETERMINES THAT THIS PROVISION IS NOT ENFORCEABLE FOR ANY REASON AND AT ANY TIME PRIOR TO TRIAL OF THE DISPUTE, BUT NOT LATER THAN 30 DAYS AFTER ENTRY OF THE ORDER DETERMINING THIS PROVISION IS UNENFORCEABLE, ANY PARTY SHALL BE ENTITLED TO MOVE THE COURT FOR AN ORDER COMPELLING ARBITRATION AND STAYING OR DISMISSING SUCH LITIGATION PENDING ARBITRATION (" ARBITRATION ORDER "). IF PERMITTED BY APPLICABLE LAW, EACH PARTY ALSO WAIVES THE RIGHT TO LITIGATE IN COURT OR AN ARBITRATION PROCEEDING ANY DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL.

(B) ARBITRATION . IF A CLAIM, DISPUTE, OR CONTROVERSY ARISES BETWEEN THE PARTIES WITH RESPECT TO THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY OTHER AGREEMENT OR BUSINESS RELATIONSHIP BETWEEN ANY OF THE PARTIES WHETHER OR NOT RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (ALL OF THE FOREGOING, A " DISPUTE "), AND ONLY IF A JURY TRIAL WAIVER IS NOT PERMITTED BY APPLICABLE LAW OR RULING BY A COURT, ANY OF THE PARTIES MAY REQUIRE THAT THE DISPUTE BE RESOLVED BY BINDING ARBITRATION BEFORE A MUTUALLY AGREED UPON SINGLE ARBITRATOR AT THE REQUEST OF ANY PARTY. BY AGREEING TO ARBITRATE A DISPUTE, EACH PARTY GIVES UP ANY RIGHT THAT PARTY MAY HAVE TO A JURY TRIAL, AS WELL AS OTHER RIGHTS THAT PARTY WOULD HAVE IN COURT THAT ARE NOT AVAILABLE OR ARE MORE LIMITED IN ARBITRATION, SUCH AS THE RIGHTS TO DISCOVERY AND TO APPEAL.

Arbitration shall be commenced by filing a petition with, and in accordance with the applicable arbitration rules of, JAMS or National Arbitration Forum (" Administrator ") as selected by the initiating party. If the parties agree, arbitration may be commenced by appointment of a licensed attorney who is mutually selected by the parties and who agrees to conduct the arbitration without an Administrator.

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Disputes include matters (i) relating to a deposit account, application for or denial of credit, enforcement of any of the obligations the parties have to each other, compliance with applicable laws and/or regulations, performance or services provided under any agreement by any party, (ii) based on or arising from an alleged tort, or (iii) involving a party's employees, agents, affiliates, or assigns of a party. However, Disputes do not include the validity, enforceability, meaning, or scope of this arbitration provision and such matters may be determined only by a court. If a third party is a party to a Dispute, the parties will consent to including the third party in the arbitration proceeding for resolving the Dispute with the third party. Venue for the arbitration proceeding shall be at a location determined by mutual agreement of the parties or, if no agreement, in the city and state where Lender is headquartered.

After entry of an Arbitration Order, the non-moving party shall commence arbitration (but shall not be required to commence arbitration in the event of the moving party’s decision not to do so as set forth in the next sentence). The moving party shall, at its discretion, also be entitled to commence arbitration but is under no obligation to do so, and the moving party shall not in any way be adversely prejudiced by electing not to commence arbitration. The arbitrator: (i) will hear and rule on appropriate dispositive motions for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment; (ii) will render a decision and any award applying applicable law; (iii) will give effect to any limitations period in determining any Dispute or defense; (iv) shall enforce the doctrines of compulsory counterclaim, res judicata, and collateral estoppel, if applicable; (v) with regard to motions and the arbitration hearing, shall apply rules of evidence governing civil cases; and (vi) will apply the law of the state specified in the agreement giving rise to the Dispute. Filing of a petition for arbitration shall not prevent any party from (i) seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration) provisional or ancillary remedies including but not limited to injunctive relief, property preservation orders, foreclosure, eviction, attachment, replevin, garnishment, and/or the appointment of a receiver, (ii) pursuing non-judicial foreclosure, or (iii) availing itself of any self-help remedies such as setoff and repossession. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration.

Judgment upon an arbitration award may be entered in any court having jurisdiction except that, if the arbitration award exceeds $4,000,000, any party shall be entitled to a de novo appeal of the award before a panel of three arbitrators. To allow for such appeal, if the award (including Administrator, arbitrator, and attorney's fees and costs) exceeds $4,000,000, the arbitrator will issue a written, reasoned decision supporting the award, including a statement of authority and its application to the Dispute. A request for de novo appeal must be filed with the arbitrator within 30 days following the date of the arbitration award; if such a request is not made within that time period, the arbitration decision shall become final and binding. On appeal, the arbitrators shall review the award de novo, meaning that they shall reach their own findings of fact and conclusions of law rather than deferring in any manner to the original arbitrator. Appeal of an arbitration award shall be pursuant to the rules of the Administrator or, if the Administrator has no such rules, then the JAMS arbitration appellate rules shall apply.

Arbitration under this provision concerns a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. This arbitration provision shall survive any termination, amendment, or expiration of this Agreement. If the terms of this provision vary from the Administrator's rules, this arbitration provision shall control.

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(c) Reliance . Each party (i) certifies that no one has represented to such party that the other party would not seek to enforce jury and class action waivers in the event of suit, and (ii) acknowledges that it and the other party have been induced to enter into this Agreement by, among other things, the mutual waivers, agreements, and certifications in this section.

9.15 Interpretation. This Agreement and the other Loan Documents will not be construed against Lender merely because of Lender's involvement in the preparation of such documents and agreements.

9.16 Destruction of Note; Substitute Note . In the event the Note is mutilated or destroyed by any cause whatsoever, or otherwise lost or stolen and regardless of whether due to the act or neglect of Lender, Borrower will execute and deliver to Lender in substitution therefor a duplicate promissory note containing the same terms and conditions as the promissory note so mutilated, destroyed, lost or stolen, within 10 days after Lender notifies Borrower of any such mutilation, destruction, loss or theft of such note. Upon Borrower's delivery of such duplicate promissory note, Borrower will be relieved of all obligations under the original promissory note so mutilated, destroyed, lost or stolen and will thereafter be bound solely by the provisions of such duplicate promissory note. The Lender shall be entitled to have the Note subdivided into notes of lesser denominations or substituted for new notes, all containing the same terms as the original Note being substituted or subdivided, in connection with an assignment of all or any portion of the Loan pursuant to the terms of Section 9.10 hereof.

9.17 Compliance With Applicable Usury Law . It is the intent of the parties hereto to comply with the Applicable Usury Law. Accordingly, notwithstanding any provisions to the contrary in the Loan Documents, in no event shall the Loan Documents require the payment or permit the collection of interest in excess of the maximum contract rate permitted by the Applicable Usury Law.

9.18 NO RELATIONSHIP WITH PURCHASERS . LENDER DOES NOT HEREBY ASSUME AND SHALL HAVE NO RESPONSIBILITY, OBLIGATION OR LIABILITY TO PURCHASERS, LENDER'S RELATIONSHIP BEING THAT ONLY OF A CREDITOR WHO HAS TAKEN AN ASSIGNMENT FROM BORROWER OF THE NOTES RECEIVABLE IN ORDER TO FACILITATE PERFORMANCE OF THE OBLIGATIONS. EXCEPT AS REQUIRED BY LAW AND FOR FILINGS MADE WITH THE SECURITIES & EXCHANGE COMMISSION OR ANY STOCK EXCHANGE ON WHICH BORROWER'S STOCK OR OTHER OWNERSHIP INTEREST IS OR MAY BE TRADED, BORROWER WILL NOT, AT ANY TIME, USE THE NAME OF OR MAKE REFERENCE TO LENDER WITH RESPECT TO A TIMESHARE PROJECT, THE SALE OF TIMESHARE INTERESTS OR OTHERWISE, WITHOUT THE EXPRESS WRITTEN CONSENT OF LENDER.

9.19 NO JOINT VENTURE . THE RELATIONSHIP OF BORROWER AND LENDER IS THAT OF DEBTOR AND CREDITOR, AND IT IS NOT THE INTENTION OF EITHER OF SUCH PARTIES BY THIS OR ANY OTHER LOAN DOCUMENT BEING EXECUTED IN CONNECTION WITH THE LOAN TO ESTABLISH A PARTNERSHIP OR JOINT VENTURE WITH BORROWER OR ANY OTHER PERSON, AND THE PARTIES HERETO SHALL NOT UNDER ANY CIRCUMSTANCES BE CONSTRUED TO BE PARTNERS OR JOINT VENTURERS.

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9.20 Scope of Reimbursable Attorney's Fees . As used in the Loan Documents, the term " attorneys' fees " includes the reasonable fees of attorneys licensed to practice law in any jurisdiction, law clerks, paralegals, investigators and others not admitted to the bar but performing services under the supervision of a licensed attorney. As used in the Loan Documents, attorneys' fees incurred by Lender in the enforcement of any remedy or covenant include attorneys' fees incurred in any foreclosure of the Loan Documents, in enforcing any rights of indemnification under the Loan Documents, in protecting or sustaining the lien or priority of the Collateral, or in any proceeding arising from or connected with any such matter, including any bankruptcy, receivership, injunction or other similar proceeding, or any appeal from or petition for review of any such matter, and with or without litigation.

9.21 Confidentiality . Borrower and Lender shall mutually agree on the contents of any press release, public announcement or other public disclosure regarding this Agreement and the transactions contemplated hereunder to be made following the mutual execution and delivery of this Agreement; provided that, (a) the Lender may disclose the terms hereof and give copies of the Loan Documents to assignees and participants and to prospective assignees and participants, and (b) Lender acknowledges that Guarantor may disclose the terms hereof in its periodic filings with the United States Securities and Exchange Commission. If either party fails to respond to the other party in writing with either an approval or a disapproval within five (5) Business Days of a party's receipt of the other party's request for consent or approval as expressly contemplated pursuant to this Section 9.21 , then such consent or approval will be deemed to have been given, provided that such five (5) Business Day period will not commence to run unless and until the other party has received all information, materials, documents and other matters required to be submitted to it hereunder, with respect to such consent or approval and all other information, materials, documents and other matters reasonably essential to its decision process.

9.22 Relief from Automatic Stay, Etc . To the fullest extent permitted by law, in the event Borrower shall make application for or seek relief or protection under the federal bankruptcy code (" Bankruptcy Code ") or other Debtor Relief Laws, or in the event that any involuntary petition is filed against the Borrower under such Code or other Debtor Relief Laws, and not dismissed with prejudice within 45 days, the automatic stay provisions of Section 362 of the Bankruptcy Code are hereby modified as to Lender to the extent necessary to implement the provisions hereof permitting set-off and the filing of financing statements or other instruments or documents; and Lender shall automatically and without demand or notice (each of which is hereby waived) be entitled to immediate relief from any automatic stay imposed by Section 362 of the Bankruptcy Code or otherwise, on or against the exercise of the rights and remedies otherwise available to Lender as provided in the Loan Documents.

9.23 Reliance . Lender's examination, inspection, or receipt of information pertaining to Borrower, any Guarantor, the Collateral or a Timeshare Project shall not in any way be deemed to reduce the full scope and protection of the warranties, representations and Obligations contained in the Loan Documents.

9.24 Limitation of Damages . Neither Lender nor any of its Affiliates or successors shall be liable for any indirect, special, incidental, consequential or punitive damages in connection with

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any breach of contract, tort or other wrong relating to the Loan Documents (including with limitation damages for loss of profits, business interruption or the like), whether such damages are foreseeable or unforeseeable, unless any of such damages arise out of or the gross negligence or willful misconduct of the Lender or any of its Affiliates. Furthermore, as between Borrower and Lender, Borrower shall be responsible for and Lender is hereby released from any claim or liability in connection with:

(a) safekeeping any Collateral;

(b) any loss or damage to any Collateral;

(d) any act or default of another Person (other than Lender or its Affiliates).

Lender shall only be liable for any act or omission on its part constituting willful misconduct. In the event Borrower brings suit against Lender in connection with the transactions contemplated hereunder and Lender is found not to be liable, Borrower agrees to indemnify and hold Lender harmless from all costs and expenses, including attorneys' fees, incurred by Lender in connection with such suit. This Agreement is not intended to obligate Lender to take any action with respect to the Collateral or to incur expenses or perform any obligation or duty of Borrower. Borrower's obligations under this Section shall survive termination of this Agreement and repayment of the Loan.

9.25 Waiver of Right of First Refusal . Borrower (on behalf of itself and its Affiliates) hereby irrevocably waives any right of first refusal it may have to purchase Timeshare Interests (including without limitation the right of first refusal contained in any Timeshare Declaration in favor of Borrower, as declarant) with respect to any Timeshare Interests acquired by Lender, or its nominee or assignee, through the exercise or enforcement of the Lender’s rights related to the Collateral under this Agreement or the other Loan Documents. Borrower agrees that in the event that Lender, or its nominee or assignee, acquires title to any such Timeshare Interests under the circumstances described in the foregoing sentence, such Timeshare Interests may be assigned, transferred or sold free and clear of any right of first refusal in favor of Borrower.

9.26 Consents, Approvals and Discretion . Whenever Lender's consent or approval is required or permitted, or any documents or other items are required to be acceptable to Lender, such consent, approval or acceptability shall be at the sole and absolute discretion of Lender, which shall not be unreasonably withheld, delayed or conditioned. Whenever any determination or act is at Lender's discretion, such determination or act shall be at the sole and absolute discretion of the Lender, which shall not be unreasonably withheld, delayed or conditioned.

9.27 USA Patriot Act Notice . Lender hereby notifies Borrower that, pursuant to the requirements of the USA Patriot Act, Lender may be required to obtain, verify and record information that identifies Borrower and Guarantor, which information includes the name and address of Borrower and Guarantor and other information that will allow Lender to identify Borrower and Guarantor in accordance with the USA Patriot Act.

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9.28 Errors and Omissions . Borrower hereby agrees that it will, within ten (10) days of a request by Lender, comply with any request by Lender to correct documentation errors, omissions or oversights, if any, that occur in any documentation relating to the Loan.

9.29 Background Statements . The recitals set forth above are hereby incorporated into the operative provisions of this Agreement.

9.30 Waiver of Defenses and Release of Claims . The undersigned hereby (i) represents that, as of the Effective Date, neither the undersigned nor the Guarantor has any defenses to or setoffs against any Obligations to Lender or Lender’s Affiliates (the " Owed Obligations "), nor any claims against Lender or Lender’s Affiliates for any matter whatsoever, related or unrelated to the Obligations, and (ii) releases Lender and Lender’s Affiliates, officers, directors, employees and agents from all claims, causes of action, and costs, in law or equity, known or unknown, whether or not matured or contingent, existing as of the Effective Date that the undersigned has or may have by reason of any matter of any conceivable kind or character whatsoever, related or unrelated to the Owed Obligations, including the subject matter of this Agreement. The foregoing release does not apply, however, to any other claims, including, without limitation, any claims for future performance of express contractual obligations that mature after the Effective Date that are owing to the undersigned by Lender or Lender’s Affiliates. As used in this paragraph, the word “undersigned” does not include Lender or any individual signing on behalf of Lender. The undersigned acknowledges that Lender has been induced to enter into or continue the Owed Obligations by, among other things, the waivers and releases in this Section 9.30 .

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused the same to be executed by their duly authorized representatives, and delivered, as of the date first above written.

BORROWER:

BLUEGREEN/BIG CEDAR VACATIONS, LLC ,
a Delaware limited liability company

By:______________________________

Name: Anthony M. Puleo

Title: Vice President and Treasurer

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[Counterpart Signature Page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement or have caused the same to be executed by their duly authorized representatives, and delivered, as of the date first above written.

LENDER:

NATIONAL BANK OF ARIZONA ,
a national banking association

By:_________________________________

Name: ______________________________

Title: _______________________________

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CONSENT AND AGREEMENT

The undersigned Guarantor consents to the foregoing Loan and Security Agreement and recognizes and acknowledges the terms, covenants, conditions and provisions thereof.

BLUEGREEN CORPORATION ,
a Massachusetts corporation

By: _________________________________

Name: Anthony M. Puleo

Title: Senior Vice President, CFO and Treasurer

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LIST OF EXHIBITS/SCHEDULE

Exhibit A-1	Form of Collateral Assignment of Notes Receivable and Purchaser Mortgages (Big Cedar)
Exhibit A-2	Form of Collateral Assignment of Notes Receivable and Purchaser Mortgages (Long Creek)
Exhibit B-1	Additional Permitted Encumbrances (Big Cedar)
Exhibit B-2	Additional Permitted Encumbrances (Long Creek)
Exhibit C-1	Forms of Timeshare Program Consumer Documents (Big Cedar)
Exhibit C-2	Forms of Timeshare Program Consumer Documents (Long Creek)
Exhibit D-1	Form of Title Policy and Endorsement (Big Cedar)
Exhibit D-2	Form of Title Policy and Endorsement (Long Creek)
Exhibit E	Borrower's Certificate
Exhibit F-1	Form of Reassignment of Notes Receivable and Purchaser Mortgages (Big Cedar)
Exhibit F-2	Form of Reassignment of Notes Receivable and Purchaser Mortgages (Long Creek)
Exhibit G	Form of Notice to Purchasers (Big Cedar or Long Creek Ranch)
Exhibit H	Closing Checklist
Exhibit I	Request for Loan Advance
Exhibit J	Form of Endorsement
Exhibit K	Form of Confirmation of Recording
Exhibit L	Litigation Summary
Exhibit M-1	Management Agreement (Big Cedar)
Exhibit M-2	Management Agreement (Long Creek)
Exhibit N	Members of Borrower
Exhibit O-1	Reserved
Exhibit O-2	Reserved
Exhibit O-3	Reserved
Exhibit P-1	Description of Timeshare Program Governing Documents (Big Cedar)
Exhibit P-2	Description of Timeshare Program Governing Documents (Long Creek)
Exhibit P-3	Description of Timeshare Program Governing Documents (Vacation Club)
Exhibit Q	Reserved
Exhibit R	Form of Compliance Certificate

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Exhibit S	Form of Borrowing Base Certificate
Schedule 5.17	Form of Non-Exclusive License to Use Reservation System
Schedule 5.30	Borrower Organizational Chart and Approved Transactions

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EXHIBIT A-1

Form of Collateral Assignment of Notes Receivable and Purchaser Mortgages

(Big Cedar)

COLLATERAL ASSIGNMENT OF NOTES RECEIVABLE AND

DEEDS OF TRUST

(Timeshare Interests at Big Cedar)

FOR VALUABLE CONSIDERATION , intending to be legally bound hereby, BLUEGREEN/BIG CEDAR VACATIONS, LLC , a Delaware limited liability company (" Borrower "), hereby collaterally assigns and transfers to NATIONAL BANK OF ARIZONA , a national banking association, having an office at 6001 N. 24th Street, Building B, Phoenix, AZ 85016 (" Lender ") all of Borrower's interest in, to and under those Deeds of Trust described on Exhibit "A" attached hereto, recorded in the Office of the County Recorder in and for the County of Taney, Missouri, together with the Notes Receivable secured by such Deeds of Trust, all other documents executed and delivered in connection with such Deeds of Trust and Notes Receivable, including the other Timeshare Program Consumer Documents, as such term is defined in that certain Loan and Security Agreement dated as of September 30, 2010, between Borrower and Lender, as it may from time to time be amended, modified or restated (the " Loan Agreement "), all monies due and to become due on account of such Deeds of Trust, Notes Receivable, Timeshare Program Consumer Documents and other documents, and all rights accrued or to accrue under such Deeds of Trust, Notes Receivable, Timeshare Program Consumer Documents and other documents.

This Assignment has been made and delivered pursuant to the provisions of the Loan Agreement and secures the payment of:

1. All amounts at any time owing by Borrower to Lender on account of the promissory note of the Borrower payable to the order of Lender, dated as of September 30, 2010 in the face amount of TWENTY MILLION DOLLARS ($20,000,000.00) and delivered to Lender pursuant to the Loan Agreement and all amendments, modifications, increases and reductions thereof and any replacement or substitute notes issued therefor;

2. All amounts at any time owing by Borrower to Lender under any provisions of the Loan Agreement or any documents collateral thereto and all Obligations (as defined under the Loan Agreement); and

3. All costs of collecting said amounts, including reasonable attorneys' fees.

Borrower does hereby agree to warrant and forever defend the title to such Deeds of Trust, Notes Receivable and other Timeshare Program Consumer Documents unto Lender, its successors and assigns against any claims of any person whatsoever, other than with respect to Permitted Encumbrances (as defined in the Loan Agreement). The Deeds of Trust described on " Exhibit A" may not be amended, modified or restated without the prior written consent of Lender.

Borrower represents and warrants to Lender, its successors and assigns that such Notes Receivable, Deeds of Trust and other Timeshare Program Consumer Documents are collaterally

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assigned and transferred hereunder, free and clear of any lien, claim or encumbrances of any nature, other than Permitted Encumbrances (as defined in the Loan Agreement).

IN WITNESS WHEREOF , Borrower has executed this Assignment, effective as of September 30, 2010.

BLUEGREEN/BIG CEDAR VACATIONS, LLC ,
a Delaware limited liability company

By: _______________________________

Name/Title: Martha L. Storey

Assistant Treasurer

STATE OF Florida ________________)

) SS:

COUNTY OF Palm Beach ___________)

On September 30, 2010, before me, Martha L. Storey, Assistant Treasurer, Bluegreen/Big Cedar Vacations, LLC personally appeared, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

Witness my hand and official seal.

	___________________________________
	Notary Public
	(SEAL)

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EXHIBIT "A"

to Collateral Assignment of Notes Receivable and Deeds of Trust

(Big Cedar)

The following described real property, to wit:

Timeshare Interest(s) consisting of an undivided 1/52 ^nd (if Annual) OR 1/104 ^th (if Biennial) interest(s) one fifty-second (1/52) tenant in common, undivided interest, as a fee simple estate, in each of the below-described Condominium Unit(s), in the Big Cedar Wilderness Club Condominium, according to the Declaration of Condominium and Bylaws for The Big Cedar Wilderness Club Condominium, as recorded in Book 396, Page 3727-3828 of the Office of the Recorder of Deeds, Taney County, Missouri, as such Declaration may now or hereafter be amended (the “Declaration”); together with the right to occupy in the respective season in every calendar year (if Annual) OR every other calendar year (if Biennial), pursuant to the Declaration, the foregoing Condominium Unit(s), and each comparable Unit which is subject to the Flexible Use Plan, during any Flexible Unit Week(s) within that same season, and subject to the provisions of the Flexible Use Plan, the then-current Rules and Regulations for the Resort and the Declaration; the foregoing being conveyed together with a one fifty-second (1/52) tenant in common interest in the Allocated Interests of such Unit(s) (the same being the undivided interest in the Common Elements, the Common Expense Liability, and votes in the Association as allocated to the Unit(s) pursuant to the terms of the Declaration).

The aforesaid Unit Week is designated an Annual OR Biennial Unit Week. An Annual Unit Week allows occupancy and use of a Unit each and every calendar year. An Annual Vacation Week is designated with an “F,” indicating a Full Timeshare Interest. A Biennial Unit Week allows occupancy and use of a Unit only every other calendar year. A Biennial Vacation Week, indicating one-half of a Full Timeshare Interest, allows occupancy only during Odd Numbered Years (and such Vacation Week is designated with an “O”) or only during Even Numbered Years (and such Vacation Week is designated with an “E”).

[See attached]

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EXHIBIT A-2

Form of Collateral Assignment of Notes Receivable and Purchaser Mortgages

(Long Creek)

COLLATERAL ASSIGNMENT OF NOTES RECEIVABLE AND DEEDS OF TRUST

(Timeshare Interests at Long Creek)

This Assignment has been made and delivered pursuant to the provisions of the Loan Agreement and secures the payment of:

2. All amounts at any time owing by Borrower to Lender under any provisions of the Loan Agreement or any documents collateral thereto and all Obligations (as defined under the Loan Agreement); and

3. All costs of collecting said amounts, including reasonable attorneys' fees.

Borrower represents and warrants to Lender, its successors and assigns that such Notes Receivable, Deeds of Trust and other Timeshare Program Consumer Documents are collaterally

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assigned and transferred hereunder, free and clear of any lien, claim or encumbrances of any nature, other than Permitted Encumbrances (as defined in the Loan Agreement).

IN WITNESS WHEREOF , Borrower has executed this Assignment, effective as of September 30, 2010.

BLUEGREEN/BIG CEDAR VACATIONS, LLC ,
a Delaware limited liability company

By: _______________________________

Name/Title: Martha L. Storey

Assistant Treasurer

STATE OF Florida ________________)

) SS:

COUNTY OF Palm Beach ___________)

Witness my hand and official seal.

	___________________________________
	Notary Public
	(SEAL)

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EXHIBIT "A"

to Collateral Assignment of Notes Receivable and Deeds of Trust

(Long Creek)

Timeshare Interest(s) consisting of an undivided interest(s) as tenant in common, undivided interest, as a fee simple estate, in each of applicable Condominium Unit(s) No.(s), in the applicable Unit Week(s) , in Bluegreen Wilderness Club at Long Creek Ranch, a Condominium, according to the First Amendment to Declaration of Condominium for Bluegreen Wilderness Club at Long Creek Ranch a Condominium, as recorded in Book 2008L, Page 34602 of the Office of the Recorder of Deeds, Taney County, Missouri, which amended and restated that certain Declaration of Condominium for Bluegreen Wilderness Club at Long Creek Ranch, a Condominium, recorded in Book 2007L, Page 51474, et seq., in the Office of the Recorder of Deeds, Taney County, Missouri, as such Declaration may hereafter be amended (the “Declaration”); together with the right to occupy in the respective season in and calendar year, pursuant to the Declaration, the foregoing Condominium Unit(s), and each comparable Unit which is subject to the Flexible Use Plan, during any Flexible Unit Week(s) within that same season, and subject to the provisions of the Flexible Use Plan, the then-current Rules and Regulations for the Resort and the Declaration; the foregoing being conveyed together with an undivided interest as tenant in common interest in the Allocated Interests of such Unit(s) (the same being the undivided interest in the Common Elements, the Common Expense Liability, and votes in the Association as allocated to the Unit(s) pursuant to the terms of the Declaration).

[See attached]

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EXHIBIT B-1

ADDITIONAL PERMITTED ENCUMBRANCES

(Big Cedar)

1.	Covenants and Restrictions recorded July 14, 1967 in Book 181, Page 27, Taney County, Missouri Recorder's Office.

2.	Covenants and Restrictions recorded June 24, 1971 in Book 202, Page 61, Taney County, Missouri Recorder's Office.

3.	Covenants and Restrictions recorded June 24, 1971 in Book 202, Page 62, Taney County, Missouri Recorder's Office.

4.	Covenants and Restrictions recorded June 24, 1971 in Book 202, Page 63, Taney County, Missouri Recorder's Office.

5.	Covenants and Restrictions recorded July 15, 1971 in Book 202, Page 127, Taney County, Missouri Recorder's Office.

6.	Covenants and Restrictions recorded August 31, 1971 in Book 202, Page 241, Taney County, Missouri Recorder's Office.

7.	Covenants and Restrictions recorded August 31, 1971 in Book 202, Page 330, Taney County, Missouri Recorder's Office.

8.	Covenants and Restrictions recorded July 1, 1980 in Book 251, Page 1520, Taney County, Missouri Recorder's Office.

9.	Covenants and Restrictions recorded June 23, 2000 in Book 371, Page 2829, Taney County, Missouri Recorder's Office.

10.	Terms and provisions of the Subordination and Non-Disturbance Agreement recorded August 17, 2000 in Book 373, Page 3340, Taney County, Missouri Recorder's Office.

11.	Easement agreement recorded August 3, 2000 in Book 371, Page 2834, Taney County, Missouri Recorder's Office.

12.	Easement agreement recorded August 3, 2000 in Book 372, Page 6840, Taney County, Missouri Recorder's Office.

13.	Terms, provisions, restrictive covenants, conditions, reservations, rights, duties and easements contained in the Amended and Restated Declaration of Condominium and Bylaws for the BIG CEDAR WILDERNESS CLUB CONDOMINIUM , and any Exhibits annexed thereto, including but not limited to, provisions for a private charge or assessments and a right of first refusal or the prior approval of a future purchaser or occupant, as recorded in Book 478, Pages 7189-7322, of the Taney County Recorder's Office, and any amendments thereto,

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together with the corresponding percentage interest in the common elements and limited common elements appurtenant thereto.

In addition, Permitted Encumbrances shall mean and include:

	(i)	Liens for state, municipal and other local taxes if such taxes shall not at the time be due and payable;

	(ii)	Liens in favor of Lender pursuant to the Loan and Security Agreement;

	(iii)	Materialmen's, warehousemen's, mechanics' and other liens arising by operation of law in the ordinary course of business for sums not due;

	(iv)	The Purchaser's interest in the Timeshare Interest relating to a Note Receivable pledged to Lender, whether pursuant to the Club Trust Agreement or otherwise; and

	(v)	Any Owner Beneficiary Rights.

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EXHIBIT B-2

ADDITIONAL PERMITTED ENCUMBRANCES

(Long Creek Ranch)

1.	Utility easements for Sewer in favor of Table Rock Lake Community Services., d/b/a Table Rock Lake Water Quality, Inc., as recorded in Book 489, Pages 2152 through 2155, in the Public Records of Taney County, Missouri.

2.	Utility easements for Sewer in favor of Ozarks Clean Water Company as recorded in Book 491, Pages 4583 through 4586, in the Public Records of Taney County, Missouri.

3.	Agreement to provide sewer services by and between Missouri Partners, Inc., and Ozarks Clean Water Company, as recorded in Book 489, Pages 2156 through 2165, in the Public Records of Taney County, Missouri.

4.	Covenants, conditions, provisions, restrictions and easements, including any assessment levied thereunder, also including, but not limited to, an unrecorded easement in favor of White River Valley Electric Cooperative, as shown on that ALTA/ACSM Land Title Survey dated 7/11/07, by Wolfe Surveying, Inc., W.O. #1077.

5.	Easement in favor of United States of America as recorded in Book 154, Pages 26 (Bushy Creek Public Use Area access road); and Book 154, pages 183 through 184, in the Public Records of Taney County, Missouri.

6.	Easement in favor of White River Valley Electric Cooperative as recorded in Book154, Page 345, in the Public Records of Taney County, Missouri.

7.	Covenants, conditions, provisions, restrictions and easements, including any assessment levied thereunder, as recorded in Plat Book 8, Page 50; Book 154, Page 525; Book 165, Page 245; Book 175, Page 601; Book 181, Pages 26 and 27; Book 217, Page 16; Book 202, Pages 61, 62, 63, 67, 127 and 241; Book 238, Pages 1357 and 2104; Book 214, Pages 23 & 78; Book 245, Page 464; Book 248, Page 1675; Book 251, Pages 206, 1520 and 1854; Book 263, Page 226 and Book 344, Pages 3061 through 3063, all in the Public Records of Taney County, Missouri.

8.	Easement in Favor of White River Valley Electric Cooperative as recorded in Book 165, Page 479, and Book 169, Page 607, both in the Public Records of Taney County, Missouri.

9.	Terms, provisions, restrictive covenants, conditions, reservations, rights, duties and easements contained in the Declaration of Condominium and Bylaws for BLUEGREEN WILDERNESS CLUB AT LONG CREEK RANCH, a Condominium, and any Exhibits annexed thereto, including, but not limited to, provisions for a private charge or assessments and a right of first refusal or the prior approval of a future purchaser or occupant, as recorded in Book 2007, Pages L51474, of the Taney County Recorder's Office, and any amendments thereto, together with the corresponding percentage interest in the common element and limited common elements appurtenant thereto.

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In addition, Permitted Encumbrances shall mean and include:

	(i)	Liens for state, municipal and other local taxes if such taxes shall not at the time be due and payable;

	(ii)	Liens in favor of Lender pursuant to the Loan and Security Agreement;

	(iii)	Materialmen's, warehousemen's, mechanics' and other liens arising by operation of law in the ordinary course of business for sums not due;

	(iv)	The Purchaser's interest in the Timeshare Interest relating to a Note Receivable pledged to Lender, whether pursuant to the Club Trust Agreement or otherwise; and

	(v)	Any Owner Beneficiary Rights.

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EXHIBIT C-1

FORMS OF TIMESHARE PROGRAM CONSUMER DOCUMENTS

(Big Cedar)

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EXHIBIT C-2

FORMS OF TIMESHARE PROGRAM CONSUMER DOCUMENTS

(Long Creek Ranch)

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EXHIBIT D-1

FORM OF TITLE POLICY AND ENDORSEMENT

(Big Cedar)

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EXHIBIT D-2

FORM OF TITLE POLICY AND ENDORSEMENT

(Long Creek Ranch)

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EXHIBIT E

BORROWER'S CERTIFICATE

______________, 20____

National Bank of Arizona

6001 N. 24th Street

Building B

Phoenix, AZ 85016

Re:

Loan and Security Agreement dated as of September 30, 2010 between Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company, and National Bank of Arizona

Gentlemen and Ladies:

This certificate is being delivered to you pursuant to Section 2.7 of the above-referenced Loan and Security Agreement (as it may from time to time be amended, modified or restated the " Loan Agreement "). Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in the Loan Agreement.

Enclosed or previously delivered to you or your custodian with respect to each such Note Receivable are true and correct copies or originals as indicated of:

	(a)	Note Receivable (original duly endorsed to Lender's order with recourse);

	(b)	Deed of Trust (recorded original, if available, otherwise recorded Deed of Trust to be provided promptly after receipt);

	(c)	General Warranty Deed (original or copy);

	(d)	Service Disclosure Statement (original or copy);

	(e)	Good Faith Estimate of Settlement Charges (original or copy);

	(f)	HUD-1 Settlement Statement (original or copy);

	(g)	Truth-in-Lending Disclosure Statement (original or copy);

	(h)	Bluegreen Owner Beneficiary Agreement (original or copy);

	(1)	California Addendum to Owner Beneficiary Agreement (if Purchaser is a resident of California) (original or copy), if any;

	(2)	Nebraska Addendum to Owner Beneficiary Agreement (if Purchaser is a resident of Nebraska) (original or copy), if any;

	(i)	Assent to Execution of Documents (original or copy), if applicable;

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	(j)	Certificate of Purchase of Owner Beneficiary Rights (if such purchase occurred after January 31, 2006) (original or copy);

	(k)	Owner Confirmation Interview (or Biennial Owner Confirmation Interview) (original or copy);

	(l)	Receipt for Timeshare Documents (original or copy);

	(m)	Compliance Agreement (original or copy);

	(n)	Credit Application (original or copy);

	(o)	Evidence of FICO Score (original or copy) in the form set forth in Exhibit E to the Custodial Agreement;

	(p)	Illinois Public Offering Statement receipt (original or copy), if any; and

	(q)	Iowa Public Offering Statement receipt (original or copy), if any.

Borrower hereby certifies the following as of the date hereof:

	(a)	All of the representations and warranties set forth in the Loan Agreement are true as of the date made;

	(b)	Borrower is in compliance with each and every one of its covenants, agreements and obligations under the Loan Agreement and the other Loan Documents;

	(c)	There is no Event of Default or Incipient Default with respect to any obligation of the Borrower under the Loan Agreement;

	(d)	Each of the Notes Receivable described in Schedule "A" is an Eligible Note Receivable;

	(e)	Borrower or the Custodial Agent has in its possession a complete Loan File for all Notes Receivable described in Schedule "A" ;

	(f)	Borrower is the owner of the Notes Receivable (and the Purchase Contracts and Purchaser Mortgages and other documents related thereto) listed on Schedule "A" , free of all liens, encumbrances and claims of third parties whatsoever, except for Permitted Encumbrances, and has full right and lawful authority to assign, transfer and set over the same to Lender;

	(g)	The original principal amounts and outstanding principal balances of the Notes Receivable shown on Schedule "A" hereto, are in all cases true and correct and no installment payment thereunder is more than 30 days contractually past due;

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(h)

All regulatory approvals necessary for the ownership and operation of each Timeshare Project as a timeshare project, for the sale and financing of the Timeshare Interests and for all other matters related to the ownership and operation of each Timeshare Project and the transactions contemplated under the Loan Documents have been obtained.

Very truly yours,

BLUEGREEN/BIG CEDAR VACATIONS, LLC ,
a Delaware limited liability company

By: _______________________________

Name/Title: _________________________

Attach: Schedule "A"

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EXHIBIT F-1

Form of Reassignment of Notes Receivable and Purchaser Mortgages

(Big Cedar)

REASSIGNMENT OF NOTES RECEIVABLE AND PURCHASER MORTGAGES

(Big Cedar)

FOR VALUABLE CONSIDERATION , NATIONAL BANK OF ARIZONA , a national banking association (" Lender "), hereby assigns and transfers to BLUEGREEN/BIG CEDAR VACATIONS, LLC , a Delaware limited liability company (" Borrower "), all of Lender's interest in, to and under those Deeds of Trust described on Exhibit "A" attached hereto, recorded in the Office of the County Recorder in and for the County of Taney, Missouri, together with the Notes Receivable secured by such Deeds of Trust, all other documents executed and delivered in connection with such Deeds of Trust and Notes Receivable, including the other Timeshare Program Consumer Documents, as such term is defined in that certain Loan and Security Agreement dated as of September 30, 2010, between Borrower and Lender, as it may from time to time be amended, modified or restated (the " Loan Agreement "), all monies due and to become due on account of such Deeds of Trust, Notes Receivable, Timeshare Program Consumer Documents and other documents, and all rights accrued or to accrue under such Deeds of Trust, Notes Receivable, Timeshare Program Consumer Documents and other documents.

This Assignment has been made without recourse and without representations or warranty of any kind, express or implied.

IN WITNESS WHEREOF , Lender has executed this Reassignment, effective as of __________.

NATIONAL BANK OF ARIZONA ,
a national banking association

By: _______________________________

Name/Title: _________________________

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STATE OF ARIZONA )

) SS:

COUNTY OF MARICOPA )

On ______________________, 20___, before me, ___________________________ personally appeared ___________________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

Witness my hand and official seal.

	___________________________________
	Notary Public
	(SEAL)

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EXHIBIT "A"

to Reassignment of Notes Receivable and Purchaser Mortgages

(Big Cedar)

The following described real property, to wit:

[See attached]

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EXHIBIT F-2

Form of Reassignment of Notes Receivable and Purchaser Mortgages

(Long Creek Ranch)

REASSIGNMENT OF NOTES RECEIVABLE AND PURCHASER MORTGAGES

(Long Creek Ranch)

This Assignment has been made without recourse and without representations or warranty of any kind, express or implied.

IN WITNESS WHEREOF , Lender has executed this Reassignment, effective as of __________.

NATIONAL BANK OF ARIZONA ,
a national banking association

By: _______________________________

Name/Title: _________________________

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STATE OF ARIZONA )

) SS:

COUNTY OF MARICOPA )

Witness my hand and official seal.

	___________________________________
	Notary Public
	(SEAL)

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EXHIBIT "A"

to Reassignment of Notes Receivable and Purchaser Mortgages

(Long Creek Ranch)

[See attached]

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EXHIBIT G

FORM OF NOTICE TO PURCHASERS

(Big Cedar or Long Creek Ranch)

NOTICE OF ASSIGNMENT

DATE

CUSTOMER NAME

STREET ADDRESS

CITY, ST ZIP

Re: Loan Number:

Dear Mortgage Customer:

This is to notify you that the purchase money loan which you obtained from Bluegreen/Big Cedar Vacations, LLC (the “Timeshare Loan”) in connection with your credit purchase of a timeshare interest in the Bluegreen Vacation Club has been assigned to National Bank of Arizona, 6001 N. 24 ^th Street, Building B, Phoenix, Arizona 85016.

Bluegreen Corporation will continue to service your Timeshare Loan and all terms and conditions of your loan will remain the same.

If you are currently paying your Timeshare Loan by check, your permanent payment coupons will arrive under separate cover within the next few weeks. You are directed to make all payments on account of the Timeshare Loan directly to Bluegreen Corporation and mail to: National Bank of Arizona/Bluegreen/Big Cedar Vacations, LLC, P.O. Box 4296, Dept 1000, Houston, TX 77210-4296.

If you are currently paying your loan by automated draft, Bluegreen Corporation will continue to automatically debit by means of electronic transfer.

Very truly yours,

Bluegreen Corporation

Customer Service Department

1-800-456-2582

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EXHIBIT H

CLOSING CHECKLIST

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EXHIBIT I

REQUEST FOR LOAN ADVANCE

______________, 2010

National Bank of Arizona

6001 N. 24th Street

Building B

Phoenix, AZ 85016

Re:

Loan and Security Agreement dated as of September 30, 2010 between Bluegreen/Big Cedar Vacations, LLC, and National Bank of Arizona

Gentlemen and Ladies:

This is to request an advance under the Loan pursuant to the above-referenced Loan and Security Agreement (as it may from time to time be amended, modified or restated the " Loan Agreement "), in an amount equal to $_________, which is 85% of the current unpaid principal balances of such of the Notes Receivable described in Schedule "A" attached hereto which are Eligible Notes Receivable. Capitalized terms not otherwise defined herein shall have the meanings set forth therefor in the Loan Agreement.

Enclosed or previously delivered to you or your custodian with respect to each such Note Receivable are true and correct copies or originals as indicated of:

	(a)	Note Receivable (original duly endorsed to Lender's order with recourse);

	(b)	Deed of Trust (recorded original, if available, otherwise recorded Deed of Trust to be provided promptly after receipt);

	(c)	General Warranty Deed (original or copy);

	(d)	Service Disclosure Statement (original or copy);

	(e)	Good Faith Estimate of Settlement Charges (original or copy);

	(f)	HUD-1 Settlement Statement (original or copy);

	(g)	Truth-in-Lending Disclosure Statement (original or copy);

	(h)	Bluegreen Owner Beneficiary Agreement (original or copy);

	(1)	California Addendum to Owner Beneficiary Agreement (if Purchaser is a resident of California) (original or copy), if any;

	(2)	Nebraska Addendum to Owner Beneficiary Agreement (if Purchaser is a resident of Nebraska) (original or copy), if any;

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	(i)	Assent to Execution of Documents (original or copy), if applicable;

	(j)	Certificate of Purchase of Owner Beneficiary Rights (if such purchase occurred after January 31, 2006) (original or copy);

	(k)	Owner Confirmation Interview (or Biennial Owner Confirmation Interview) (original or copy);

	(l)	Receipt for Timeshare Documents (original or copy);

	(m)	Compliance Agreement (original or copy);

	(n)	Credit Application (original or copy);

	(o)	Evidence of FICO Score (original or copy) in the form set forth in Exhibit E to the Custodial Agreement;

	(p)	Illinois Public Offering Statement receipt (original or copy), if any; and

	(q)	Iowa Public Offering Statement receipt (original or copy), if any.

Borrower hereby certifies the following as of the date hereof:

	(a)	All of the representations and warranties set forth in the Loan Agreement are true as of the date made;

	(b)	Borrower is in compliance with each and every one of its covenants, agreements and obligations under the Loan Agreement and the other Loan Documents;

	(c)	There is no Event of Default or Incipient Default with respect to any obligation of the Borrower under the Loan Agreement;

	(d)	Each of the Notes Receivable described in Schedule "A" is an Eligible Note Receivable;

	(e)	Borrower or the Custodial Agent has in its possession a complete Loan File for all Notes Receivable described in Schedule "A" ;

	(f)	Borrower is entitled to the requested Advance pursuant to the Loan Agreement;

	(g)	Borrower is the owner of the Notes Receivable (and the Purchase Contracts and Purchaser Mortgages and other documents related thereto) listed on Schedule "A" , free of all liens, encumbrances and claims of third parties whatsoever, except for Permitted Encumbrances, and has full right and lawful authority to assign, transfer and set over the same to Lender;

	(h)	The original principal amounts and outstanding principal balances of the Notes Receivable shown on Schedule "A" hereto, are in all cases true and correct and no installment payment thereunder is more than 30 days contractually past due;

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(i)

Very truly yours,

BLUEGREEN/BIG CEDAR VACATIONS, LLC ,
a Delaware limited liability company

By:_________________________________________

Name/Title:___________________________________

Attach: Schedule "A"

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EXHIBIT J

FORM OF ENDORSEMENT

Pay to the order of National Bank of Arizona with full recourse and warranty.

	BORROWER:

	BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company


	By: _____________________________________ Name: ___________________________________ Title: ____________________________________

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EXHIBIT K

FORM OF CONFIRMATION OF RECORDING

[Print on Letterhead of Agent for Title Company]

_____________, 2010

National Bank of Arizona

6001 N. 24th Street

Building B

Phoenix, AZ 85016

Attention: Kristen Carreno

Re:

Loan and Security Agreement dated as of September 30, 2010, by and between Bluegreen/Big Cedar Vacations, LLC, and National Bank of Arizona (the " Loan Agreement ")

Ladies and Gentlemen:

As agent on behalf of _______________________ (the " Title Company "), I am enclosing a copy of:

(i)

the Collateral Assignment of Notes Receivable and Purchaser Mortgages (the " Big Cedar Assignment ") by Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company (" Borrower ") to National Bank of Arizona, covering Timeshare Interests at the project known as Bluegreen Wilderness Club at Big Cedar; and

(ii)

the Collateral Assignment of Notes Receivable and Purchaser Mortgages (the " Long Creek Assignment ") by Borrower to National Bank of Arizona, covering Timeshare Interests at the project known as Long Creek Ranch at Big Cedar.

The Big Cedar Assignment and Long Creek Assignment enclosed herewith are in precisely the form recorded today in the Official Public Records for the County of Taney, State of Missouri.

On behalf of the Title Company, I confirm that at the time of the recording of the Assignment, (a) each of the deeds of trust described on Schedule A attached hereto was of record a first deed of trust, prior in lien to all other monetary liens and encumbrances whatsoever, other than Permitted Encumbrances (as defined in the Loan Agreement; (b) ownership of the Timeshare Interests described in Schedule A was vested in the purchasers described on Schedule A pursuant to a properly recorded deed; (c) the applicable purchaser had duly executed the deed of trust related to the Timeshare Interest owned by such purchaser; (d) Borrower was of record the owner and beneficiary of each of the deeds of trust described in Schedule A attached hereto and the notes secured by such deeds of trust free of all liens, encumbrances and claims of third parties whatsoever, other than Permitted Encumbrances; and (e) all recording fees for such deeds, deeds of trust and the Assignment has been paid in full.

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On behalf of the Title Company, I agree to send to you or to your custodian, at your request, copies of the recording officer's receipts for the recording fees for the Assignment within five (5) business days after the date of this letter.

On behalf of the Title Company, I agree to send to you or to your custodian, at your request, the original Assignment promptly upon them becoming available from the recording office, but no later than thirty (30) days after the date of this letter. On behalf of the Title Company, I commit to issuing and forwarding to you or to your custodian, at your request, within the earlier to occur of (a) thirty (30) days after the date of this letter or (b) prior to the expiration of the title insurance commitment in connection therewith, if applicable, the original title insurance policy, as endorsed to within one second of the recording of the Assignment, insuring the assigned deeds of trust described on Schedule A in favor of Lender and as further endorsed to delete the following item from Schedule B of the original title insurance policy: "Financing Statement filed August 3, 2000, in Book 372, Page 6833, executed by Big Cedar L.L.C. to Bluegreen Vacations Unlimited, Inc. affecting the items therein described, which have become affixed to the premises in question."

Very truly yours,

__________________________

By: ________________________________________________

Name/Title: _______________________________________

Attach: Schedule A

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EXHIBIT L

LITIGATION SUMMARY

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.

On October 28, 2008, the Commonwealth of Pennsylvania acting through its Attorney General filed a lawsuit against Bluegreen, and its wholly owned subsidiaries, Bluegreen Vacations Unlimited, Inc. (“ Bluegreen Vacations ”) and Great Vacation Destinations, Inc. alleging violations of Pennsylvania’s Unfair Trade Practices and Consumer Protection Laws. The lawsuit alleged that Bluegreen used sales and marketing methods or practices that were unlawful under Pennsylvania law and seeks a permanent injunction preventing Bluegreen from using such methods and practices in the future. The lawsuit also sought civil penalties and restitution on behalf of Pennsylvania consumers. The lawsuit does not seek to permanently restrain Bluegreen or any of Bluegreen’s affiliates from doing business in the Commonwealth of Pennsylvania. The parties reached a settlement of this matter and a consent was signed which received court approval on May 26, 2010. Pursuant to the terms of the settlement, Bluegreen paid $200,000 to the Attorney General’s Office and agreed to a 30-day tail period within which additional consumers who meet certain eligibility requirements can apply for relief. This period has now ended with no material changes in the amounts payable by Bluegreen.

In 2006, an interpleader action was brought against Bluegreen Vacations seeking a determination as to whether Bluegreen Vacations, as purchaser, or the plaintiffs, as seller, were entitled to a $1.4 million escrow deposit being maintained with the escrow agent pursuant to a purchase and sale contract for real property located in Destin, Florida. Both Bluegreen Vacations and the seller have brought cross-claims for breach of the underlying purchase and sale contract. The seller alleges Bluegreen failed to perform under the terms of the purchase and sale contract and thus they are entitled to retain the escrow deposit. Bluegreen maintains that its decision not to close on the purchase of the subject real property was proper under the terms of the purchase and sale contract and therefore Bluegreen is entitled to a return of the full escrow deposit. The seller amended its complaint to include a fraud count. Bluegreen believes the fraud allegations are without merit and intends to vigorously defend this claim.

Bluegreen Southwest One, L.P., (“ Southwest ”), a subsidiary of Bluegreen, is the developer of the Mountain Lakes subdivision in Texas. A declaratory judgment action was filed against

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Southwest in Texas state court through which the plaintiffs seek to develop their reserved mineral interests in, on and under the Mountain Lakes subdivision. The property owners association and some of the individual landowners have filed cross actions against Bluegreen, Southwest and individual directors of the property owners association related to the mineral rights and related to certain amenities in the subdivision as described below. On January 17, 2007, the court ruled that the restrictions placed on the development that prohibited oil and gas production and development were invalid and not enforceable as a matter of law, that such restrictions did not prohibit the development of the plaintiffs’ prior reserved mineral interests and that Southwest breached its duty to lease the minerals to third parties for development. The court further ruled that Southwest was the sole holder of the right to lease the minerals to third parties. Southwest appealed the trial court’s ruling. On January 22, 2009, the appellate court reversed the trial court’s decision and ruled in Southwest’s favor and determined that all executive rights were owned by Southwest and then transferred to the individual property owners in connection with the sales of land. All property owner claims were decided in favor of Southwest. It was also decided that Southwest did not breach a fiduciary duty to the plaintiffs as an executive rights holder. As a result of this decision, no damages or attorneys’ fees are owed to the plaintiffs. On May 14, 2009, the plaintiffs filed an appeal with the Texas Supreme Court asking the Court to reverse the Appellate Court’s decision in favor of Bluegreen. The Court heard oral arguments from the parties on whether the Court should accept the plaintiffs’ appeal on September 15, 2010. No information is available as to when the Texas Supreme Court will render a decision. Separately, one of the amenity lakes in the Mountain Lakes development did not reach the expected level after construction was completed. Owners of homesites within the Mountain Lakes subdivision and the Property Owners Association of Mountain Lakes have asserted claims against Southwest and Bluegreen regarding such failure. This case has been settled and the entire $3.4 million settlement was paid in March of 2010. Additional claims may be pursued in the future by certain individual lot owners within the Mountain Lakes subdivision in connection with these matters, but it is not possible at this time to estimate the likelihood of loss or amount of potential exposure with respect to any such matters, including the likelihood that any such loss may exceed the amount accrued.

On October 2, 2008, the Catawba Falls Preserve Homeowners Association (the “ Catawba Association ”) demanded payment from Bluegreen for (i) construction of pedestrian pathways and certain equestrian stables allegedly promised by Bluegreen but never constructed, (ii) repairs to roads and culverts within the community, and (iii) landscaping improvements to the community’s gated entrance. The parties reached settlement with Bluegreen agreeing to pay the Catawba Association a nominal sum and convey to the Catawba Association title to two lots within the Catawba Falls subdivision.

On September 14, 2009, plaintiffs brought suit against Southwest, Bluegreen Southwest Land, Inc. and Bluegreen Communities of Texas, L.P., subsidiaries of Bluegreen, alleging fraud, negligent misrepresentation, breach of contract, and negligence with regards to the Ridgelake Shores subdivision developed in Montgomery County, Texas, specifically, the usability of the lakes within the community for fishing and sporting and the general level of quality of the community. The lawsuit seeks material damages and the payment of costs to remediate the lake. At mediation on September 10, 2010, the parties reached settlement of all matters related to this action.

On September 18, 2008, plaintiffs brought suit against Bluegreen Communities of Georgia, LLC, a Bluegreen subsidiary, and Bluegreen alleging fraud and misrepresentation with

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regards to the construction of a marina at the Sanctuary Cove subdivision located in Camden County, Georgia. Plaintiffs subsequently withdrew the fraud and misrepresentation counts and replaced them with a count alleging violation of racketeering laws, including mail fraud and wire fraud. On January 25, 2010, plaintiffs filed a second complaint seeking approval to proceed with the lawsuit as a class action on behalf of more than 100 persons claimed to have been harmed by the alleged activities in a similar manner. Bluegreen has filed a response with the court in opposition to class certification. No decision has yet been made by the court as to whether they will certify a class. Bluegreen denies the allegations and intends to vigorously defend the lawsuit.

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EXHIBIT M-1

MANAGEMENT AGREEMENT

(Big Cedar)

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EXHIBIT M-2

MANAGEMENT AGREEMENT

(Long Creek Ranch)

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EXHIBIT N

MEMBERS OF BORROWER

	1.	Bluegreen Vacations Unlimited, Inc., a Florida corporation

	2.	Big Cedar, L.L.C., a Missouri limited liability company

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EXHIBIT O-1

Reserved

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EXHIBIT O-2

Reserved

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EXHIBIT O-3

Reserved

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EXHIBIT P-1

DESCRIPTION OF TIMESHARE PROGRAM GOVERNING DOCUMENTS

(Big Cedar)

1.	Amended and Restated Declaration of Condominium for Big Cedar Wilderness Club Condominium recorded on December 9, 2005 in Book 478, Page 7189 et. seq. , of the Recorder’s Office of Taney County, Missouri, as amended.

2.	First Amendment to the Amended and Restated Declaration of Condominium for Big Cedar Wilderness Club Condominium recorded on June 2, 2006 in Book 491, Page 6785 et. seq. , of the Recorder’s Office of Taney County, Missouri.

3.	Second Amendment to the Amended and Restated Declaration of Condominium for Big Cedar Wilderness Club Condominium recorded on October 10, 2006 in Book 500, Page 2845 et. seq. , of the Recorder’s Office of Taney County, Missouri.

4.	Third Amendment to the Amended and Restated Declaration of Condominium for Big Cedar Wilderness Club Condominium recorded on March 3, 2007 in Book 2007L, Page 11641 et. seq. , of the Recorder’s Office of Taney County, Missouri.

5.	Articles of Incorporation of Big Cedar Wilderness Club Condominium Association, Inc., as amended.

6.	Bylaws of Big Cedar Wilderness Club Condominium Association, Inc., as amended.

7.	Rules and Regulations of Big Cedar Wilderness Club Condominium Association, Inc., as amended.

8.	Original Sales Certificate for Big Cedar Wilderness Club Condominium.

9.	Management Agreement by and between Big Cedar Wilderness Club Condominium Association, Inc. and Bluegreen Resorts Management, Inc., dated as of January 1, 2002.

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EXHIBIT P-2

DESCRIPTION OF TIMESHARE PROGRAM GOVERNING DOCUMENTS

(Long Creek Ranch)

1.	Declaration of Condominium for Bluegreen Wilderness Club at Long Creek Ranch, a Condominium recorded on September 21, 2007 in Book 2007L, Page 51474 et. seq. , of the Recorder’s Office of Taney County, Missouri, as amended.

2.	Articles of Incorporation of Bluegreen Wilderness Club at Long Creek Ranch Condominium Association, Inc., as amended.

3.	Bylaws of Bluegreen Wilderness Club at Long Creek Ranch Condominium Association, Inc., as amended.

4.	Rules and Regulations of Bluegreen Wilderness Club at Long Creek Ranch Condominium Association, Inc., as amended.

5.	Original Sales Certificate for Bluegreen Wilderness Club at Long Creek Ranch.

6.	Management Agreement by and between Bluegreen Wilderness Club at Long Creek Ranch Condominium Association, Inc. and Bluegreen Resorts Management, Inc., dated as of September 21, 2007.

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EXHIBIT P-3

DESCRIPTION OF TIMESHARE PROGRAM GOVERNING DOCUMENTS

(Bluegreen Vacation Club)

1.	Bluegreen Vacation Club Amended and Restated Trust Agreement dated as of May 18, 1994.

2.	Articles of Incorporation of Bluegreen Vacation Club, Inc., as amended.

3.	Amended and Restated By-Laws of Bluegreen Vacation Club, Inc., as amended.

4.	Multi-Site Public Offering Statement for the Bluegreen Vacation Club and all exhibits thereto, as supplemented.

5.	Amended and Restated Management Agreement by and among Bluegreen Resorts Management, Inc., Vacation Trust, Inc. and Bluegreen Vacation Club, Inc., dated as of May 18, 1994.

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EXHIBIT Q

Reserved

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EXHIBIT R

Form of Compliance Certificate

Testing Date: _________________

COMPLIANCE CERTIFICATE

In accordance with Section 6.1(d)(iv) of the Loan and Security Agreement dated as of _________________, 2010 by and between Bluegreen/Big Cedar Vacations, LLC (" Borrower ") and National Bank of Arizona (" Lender ") (as it may be amended, modified, supplemented or restated, the " Loan Agreement "), the undersigned hereby certifies to Lender that as of the Testing Date described above:

1. The undersigned is the ________________ of Borrower.

2. Borrower has observed, performed and complied with each and every undertaking contained in the Loan Agreement and the Loan Documents.

3. The calculation of Borrower's and Guarantor's compliance with the financial covenants in Section 6.1(o) of the Loan Agreement is set forth on Exhibit A attached hereto.

4. There does not exist any Incipient Default or Event of Default.

Capitalized terms shall have the meanings set forth therefor in the Loan Agreement. The certifications in this Compliance Certificate are made by the undersigned, in his/her capacity as the _______________ of Borrower, from the undersigned's own personal knowledge, after due inquiry and with full knowledge that Lender will rely upon this Compliance Certificate.

BLUEGREEN/BIG CEDAR VACATIONS, LLC ,

a Delaware limited liability company

By: ____________________________________

Name/Title:______________________________

Dated: ___________________________

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EXHIBIT S

Form of Borrowing Base Certificate

MONTHLY BORROWING BASE CERTIFICATE

As of ____________

Beginning Notes Receivable Loan Balance	$
ADD: New Eligible Notes Receivable	$
LESS: Principal Collections	$
LESS: Prepayments	$
LESS: Cancellations	$
LESS: Defaults	$
LESS: Upgrades	$
ADD/LESS: Adjustments	$
Ending Notes Receivable Loan Balance	$

Ineligible Notes Receivable: (without duplication)

Weighted average FICO score less than 690*	$
FICO score less than 620 (subject to 5% allowance for	$
620/575 FICO Score Notes Receivable)
Weighted average interest rate less than 15.0%	$
Jumbo Notes Receivable greater than 5%	$
Term greater than 120 months	$
U.S. Resident with No FICO Score greater than 1%	$
Non-Resident Notes Receivable greater than 10%	$
Down payment or paid in equity less than 10%	$
Over 60 days delinquent after Advance	$
Non-US dollar notes	$
Notes Receivable in excess of $35,000
that do not qualify as Jumbo Notes Receivable	$
Notes Receivable from a Purchaser or Affiliate in excess of $50,000	$
Total Ineligible Notes Receivable	$

Total Eligible Notes Receivable	$

[ * Excludes Non-Resident Notes Receivable, 620/575 Notes Receivable and No Fico Score Notes Receivable]

Loan Balance Calculations:
Eligible Notes Receivable	$
Gross Availability: [ 85%/___%/___%/___% ]	$
LESS: Loan Balance	$
Excess (Deficit)	$

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SCHEDULE 5.17

[See Attached Form of Non-Exclusive License to Use Reservation System]

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NON-EXCLUSIVE LICENSE TO USE RESERVATION SYSTEM

This Non-Exclusive License to Use Reservation System (this “ License ”) dated as of September 30, 2010 is from Bluegreen Resorts Management, Inc. (the “ Club Managing Entity ”) in favor of National Bank of Arizona (the “ Lender ”).

RECITALS

A. Bluegreen/Big Cedar Vacations, LLC ( “BBCV” ) and Lender are parties to that certain Loan and Security Agreement dated as of the date hereof (as amended from time to time, the “ Loan Agreement ”).

B. BBCV is an indirect subsidiary of Bluegreen Corporation (“Guarantor”) which has entered into a Full Guaranty dated as of the date hereof in favor of Lender, and which owns all of the outstanding capital stock of the Club Managing Entity.

C. The Club Managing Entity has entered into and may from time to time enter into certain contracts and other agreements which facilitate the making of reservations for Guarantor and its Affiliates, including BBCV (collectively, the “ Reservation System ”).

D. As an inducement to Lender to enter into the Loan Agreement, BBCV has agreed to cause the Club Managing Entity to grant to the Lender a non-exclusive right to use the Reservation System.

E. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Loan Agreement.

Non-Exclusive License

In consideration of the foregoing recitals and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, solely for the purpose of allowing the Lender to exercise its rights and remedies under the Loan Agreement (including in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as the Lender shall be lawfully entitled to exercise such rights and remedies, the Club Managing Entity hereby grants to the Lender an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation (solely in respect of this non-exclusive license) to the Club Managing Entity, any of its Affiliates or any other Person) to use, license or sublicense any rights under the Reservation System together with all books, records, writings, data bases, information and other property relating to, used or useful in connection with, or evidencing, embodying, incorporating or referring to any of the foregoing, and all proceeds, products, offspring, rents, issues, profits and returns of and from any of the foregoing, whether now owned or hereafter acquired by the Club Managing Entity, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided that to the extent that the provisions of any lease or license of computer hardware and software or intellectual property or other contract or agreement relating to the Reservation System expressly prohibit the non-exclusive license granted herein, the Club Managing Entity’s rights in

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such lease, license, contract or agreement shall be excluded from the foregoing non-exclusive license for so long as such prohibition continues, it being understood that the Club Managing Entity will in good faith use reasonable efforts to obtain consent for the creation of a non-exclusive license in favor of the Lender in the Club Managing Entity’s rights under such lease, license, contract or agreement. Club Managing Entity warrants and represents to Lender that, as of the date hereof, no current lease or license of computer hardware and software or intellectual property or other contract or agreement relating to the Reservation System currently prohibits the non-exclusive license granted herein.

Club Managing Entity represents to Lender, warrants to Lender and covenants with Lender that Club Managing Entity (i) other than as indicated above, holds the Reservation System free and clear of any liens and other encumbrances; (ii) has not granted to anyone an exclusive license to use, license or sublicense any rights under the Reservation System; and (iii) will not, at any time while the Loan is still outstanding, permit the Reservation System to be the subject of any liens or encumbrances (other than as indicated above), or grant to anyone an exclusive license to use, license or sublicense any rights under the Reservation System.

Neither this non-exclusive license nor the Lender’s exercise of its rights hereunder shall: (i) restrict the Club Managing Entity’s right to amend or terminate any lease, license, contract or agreement included as part of the Reservation System or (ii) interfere with the Club Managing Entity’s (or any Affiliate thereof) use of the Reservation System.

The rights and privileges of the Lender hereunder and the license granted to Lender hereunder (i) are assignable by Lender to a successor to Lender under the Loan Agreement in connection with a transfer of Lender's interest in the Loan to such successor under the transfer provisions contained in the Loan Agreement; and (ii) shall terminate automatically upon the repayment in full of the Loan.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned has signed this Non-Exclusive License to Use Reservation System as of the date first set forth above.

BLUEGREEN RESORTS MANAGEMENT, INC.

By:______________________________________

Name:____________________________________

Title:_____________________________________

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Schedule 5.30

ORGANIZATIONAL CHART OF BORROWER

(GRAPHIC)

Bluegreen Corporation, a Massachusetts corporation Bass Pro Group, LLC, a Delaware limited liability company 100% Bluegreen Vacations Unlimited, Inc., a Florida corporation 51% Big Cedar, L.L.C., a Missouri limited liability company 49% Borrower Big Cedar JV Interiors, LLC, a Delaware limited liability company

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Contracts with Affiliates/Approved Transactions

1.	Amended and Restated Marketing and Promotions Agreement, dated as of December 31, 2007, by and among Big Cedar, L.L.C., Bass Pro, Inc., Bass Pro Outdoor World, L.L.C., Bass Pro Trademarks, L.L.C. (n/k/a Bass Pro Intellectual Property, L.L.C.), World Wide Sportsman, Inc., Bass Pro Shops Canada, Inc., Bass Pro Shops Canada (Calgary), Inc., Bass Pro Shops (Montreal), Inc., BPIP, LLC, Tracker Marine, L.L.C., Bluegreen Vacations Unlimited, Inc., BPS Direct, LLC, and Bluegreen/Big Cedar Vacations, LLC, as the same has been or may be amended from time to time.

2.	Amended and Restated Administrative Services Agreement, dated as of December 31, 2007, by and among Bluegreen/Big Cedar Vacations, LLC, Bluegreen Vacations Unlimited, Inc. and Big Cedar, L.L.C., as the same may be amended from time to time.

3.	Easement Agreement, dated as of June 15, 2000, by and among Big Cedar, L.L.C., Three Johns Company (n/k/a American Sportsman Holdings Co.) as Grantors, Bluegreen/Big Cedar Vacations, LLC. and Big Cedar Resort Club Owners Association, Inc. (n/k/a Big Cedar Wilderness Club Association, Inc.) as Grantees, as the same may be amended from time to time.

4.	Amended and Restated Operational Services and Integration Agreement, dated as of December 31, 2007, by and among Bluegreen/Big Cedar Vacations, LLC., Big Cedar Wilderness Club Condominium Association, Inc., Bluegreen Wilderness Club at Long Creek Ranch Condominium Association, Inc. and Big Cedar, L.L.C., as the same may be amended from time to time.

5.	Amended and Restated Servicing Agreement, dated as of December 31, 2007, by and among Bluegreen Corporation, Bluegreen/Big Cedar Vacations, LLC and Big Cedar, L.L.C., as the same may be amended from time to time.

6.	Tour Agreement, dated 2005, by and between Big Cedar, L.L.C., Bluegreen Vacations Unlimited, Inc. and Bluegreen/Big Cedar Vacations, LLC, as the same may be amended from time to time.

7.	Agreement and Limited Waiver, entered into as of February 18, 2010 but effective as of May 1, 2009, by and among Bluegreen Vacations Unlimited, Inc., Big Cedar, L.L.C., and Bluegreen/Big Cedar Vacations, LLC, as the same may be amended from time to time.

8.	Operational Services and Integration Agreement by and among Big Cedar, L.L.C., Bluegreen/Big Cedar Vacations, LLC and 109 Acres Timeshare Owners Association Inc., dated as of [_________] , 2010, as the same may be amended from time to time.

9.	Construction and Project Management Agreement, by and among the Bluegreen/Big Cedar Vacations, LLC, Bass Pro, Inc. or its assignee, as Construction Manager, and Bluegreen Vacations Unlimited, Inc. or its assignee, as Project Manager, dated as of [_________] , 2010, as the same may be amended from time to time.

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FINAL EXECUTION COPY

PROMISSORY NOTE

$20,000,000	Phoenix, Arizona
	Effective as of September 30, 2010

FOR VALUE RECEIVED, BLUEGREEN/BIG CEDAR VACATIONS, LLC , a Delaware limited liability company (" Borrower ") hereby unconditionally promises to pay to the order of NATIONAL BANK OF ARIZONA , a national banking association (" Holder "), in lawful money of the United States of America, in immediately available funds, the principal sum of Twenty Million and No/100 Dollars ($20,000,000), together with interest on the unpaid principal balance hereof, before and after maturity, by acceleration or otherwise, at the rates hereinafter provided, together with attorney's fees and other costs of collection, as more fully provided below.

This Promissory Note (this " Note ") is executed pursuant to a Loan and Security Agreement dated as of even date herewith between Borrower and Holder (together with any and all amendments, supplements and restatements thereof, the " Loan Agreement ") and evidences the Advance under a nonrevolving receivables loan (the " Loan "). This Note also evidences Borrower's obligation to repay, with interest, all additional monies advanced or expended from time to time by Holder to or for the account of Borrower or otherwise added to the principal balance of this Note, as provided in the Loan Agreement, whether or not the principal amount shall thereby exceed the principal amount stated above.

Section 1

Definitions

As used herein, the term " Holder " shall mean Holder and any subsequent holder of this Note, whichever is applicable from time to time.

Initially capitalized terms used herein without definition shall have the meanings set forth in the Loan Agreement.

Section 2

Interest

(a) Except as otherwise provided herein, interest shall be computed and shall accrue at a rate per annum equal to the Basic Interest Rate.

(b) Basic Interest is computed on a 365/360 basis; that is, Basic Interest shall be computed by applying the ratio of the annual interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days during the calendar month that the principal balance is outstanding.

(c) The contracted-for rate of interest of the Loan, without limitation, consists of the following: (i) the Basic Interest Rate, calculated and applied to the outstanding principal balance of this Note in accordance with the provisions of this Note and the Loan Agreement; (ii) the Default Rate, calculated and applied to the amounts due under this Note in accordance with the provisions of this Note and Loan Agreement; (iii) the Loan Fee; (iv) any prepayment premium or penalty and (v) all Additional Sums (as hereinafter defined), if any. Borrower agrees to pay an effective contracted-for rate of interest that is the sum of the above-referenced elements.

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(d) All fees, charges, goods, things in action or any other sums or things of value (other than amounts described in the immediate previous paragraph), paid or payable by Borrower (collectively, the " Additional Sums "), whether pursuant to this Note, the Loan Agreement or the other Loan Documents or any other documents or instruments in any way pertaining to this lending transaction, or otherwise with respect to this lending transaction, that under any applicable law may be deemed to be interest with respect to this lending transaction, for the purpose of any applicable law that may limit the maximum amount of interest to be charged with respect to this lending transaction, is payable by Borrower as, and is deemed to be, additional interest, and for such purposes only, the agreed upon and "contracted-for rate of interest" of this lending transaction is deemed to be increased by the rate of interest resulting from the inclusion of the Additional Sums.

Section 3

Principal and Interest Payments

(a) Borrower shall make the principal and interest payments required by Section 2.7(a) and by Section 2.7(b) of the Loan Agreement, as those sections are amended from time to time.

(b) If any payment of interest or principal to be made by Borrower shall become due on a day other than a Business Day, such payment will be made on the next succeeding Business Day and such extension of time shall be included in computing any interest with respect to such payment.

Section 4

Maturity Date

The unpaid principal balance hereof, together with all unpaid interest accrued thereon, and all other amounts payable by Borrower under the terms of the Loan Documents shall be due and payable on the Maturity Date. If the Maturity Date should fall on a day other than a Business Day, payment of the outstanding principal and all unpaid interest due under the terms hereof shall be made on the next succeeding Business Day and such extension of time shall be included in computing any interest in respect of such payment.

Section 5

Prepayment

Borrower shall have the option to prepay the Loan in full or in part as provided in the Loan Agreement.

Section 6

Manner of Payment

Principal and interest are payable in lawful money of the United States of America. Payments shall be made in the manner prescribed in Section 2.6(a) and Section 2.7(a) of the Loan Agreement, as that section is amended from time to time.

Section 7

Applications of Payments; Late Charges; Dishonored Item Fee

(a) Payments received by Holder pursuant to the terms hereof shall be applied in the manner required by Section 2.10 of the Loan Agreement, as that section is amended from time to time.

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(b) If any installment of interest and/or the payment of principal is not received by Holder within ten (10) days after the due date thereof, then in addition to the remedies conferred upon Holder pursuant to Article 7 of the Loan Agreement (as that article is amended from time to time) and the other Loan Documents, the Holder may elect to assess a late charge in the amount of 5% of the amount of the installment due and unpaid, as provided in the Loan Agreement. Notwithstanding the foregoing, no such late charge shall be imposed upon a payment to repay the Loan upon the Maturity Date or upon acceleration of the Loan.

Section 8

Remedies

Upon the occurrence and continuance of an Event of Default, subject to any applicable cure rights, without demand or notice, Holder shall have the option to declare the entire balance of principal together with all accrued interest thereon immediately due and payable and to exercise all rights and remedies available to it under the Loan Agreement and all other Loan Documents. Upon the occurrence of an Event of Default, subject to any applicable cure rights (and so long as such Event of Default shall continue), the entire balance of principal together with all accrued interest thereon shall bear interest at the Default Rate. No delay or omission on the part of Holder hereof in exercising any right under this Note or under any of the Loan Documents shall operate as a waiver of such right. The application of the Default Rate shall not be interpreted or deemed to extend any cure period set forth in any Loan Document or otherwise limit in any way any of Holder's remedies hereunder or thereunder.

Section 9

Waiver

Borrower hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this Note and expressly agrees that, without in any way affecting the liability of Borrower hereunder, Holder may extend the Maturity Date or the time for payment of any installment due hereunder, accept security, release any party liable hereunder and release any security hereafter securing this Note. Borrower further waives, to the full extent permitted by law, the right to plead any and all statutes of limitation as a defense to any demand on this Note, any other Loan Document or on any security agreement or other agreement now or hereafter securing this Note.

Section 10

Attorneys' Fees

If this Note is not paid when due or if any Event of Default occurs, subject to any applicable cure rights, Borrower promises to pay all costs of enforcement and collection, including, but not limited to, Holder's reasonable attorneys' fees, whether or not any action or proceeding is brought to enforce the provisions hereof, including, without limitation, any action or proceeding in connection with any bankruptcy, insolvency, liquidation, reorganization, moratorium or other similar proceeding and whether incurred in a third party action or in an action to enforce this Note.

Section 11

Severability

Every provision of this Note is intended to be severable. In the event any term or provision hereof is declared by a court of competent jurisdiction to be illegal or invalid for any

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reason whatsoever, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable.

Section 12

Interest Rate Limitation

The provisions of this Note, the Loan Agreement and the other Loan Documents are hereby expressly limited so that in no contingency or event whatever shall the amount paid or agreed to be paid to Holder for the use, forbearance or detention of the sums evidenced by this Note exceed the maximum amount permissible under the Applicable Usury Law. If from any circumstance whatever the performance or fulfillment of any provision of this Note, the Loan Agreement or of any other Loan Document should involve or purport to require any payment in excess of the limit prescribed by law, then the obligation to be performed or fulfilled is hereby reduced to the limit of such validity. In addition, if, from any circumstance whatever, Holder should ever receive as interest an amount which would exceed the highest lawful rate under the Applicable Usury Law, then the amount which would be excessive interest shall be applied as an optional reduction of principal (or, at Holder's option, be paid over to Borrower), and will not be counted as interest.

Section 13

Security

Payment of this Note is secured by, inter alia , the Collateral.

Section 14

Lien and Right of Setoff

Borrower hereby grants to Holder a lien and right of setoff for all Borrower's liabilities arising under this Note upon and against Borrower's deposits (whether checking, savings, or some other account), credits and property now or hereafter in the possession or control of Holder or in transit to Holder, including all accounts Borrower holds jointly with someone else with Holder and all accounts Borrower may open in the future with Holder but exclusive of any IRA or Keogh accounts, or any trust accounts for which setoff would be prohibited by law. To the extent permitted by applicable law, Holder may, at any time during the occurrence and continuance of a payment Event of Default and without notice, apply all or any part of said deposits, credits and property to Borrower's liabilities and obligations under this Note.

Section 15

Forbearance

Borrower agrees that Holder may release, compromise, forbear with respect to, waive, suspend, extend or renew any of the terms of the Loan Agreement or any of the Loan Documents (and Borrower hereby waives any notice of any of the foregoing), and that the Loan Agreement or any of the Loan Documents may be amended, supplemented or modified by Holder and Borrower and that Holder may resort to any guaranty or any collateral in such order and manner as it may think fit, or accept the assignment, substitution, exchange or pledge of any other collateral or guaranty in place of, or release for such consideration, as it may require, all or any portion of any collateral or any guaranty, without in any way affecting the validity of the lien over or other security interest in the remainder of any such collateral (or the priority thereof), or any rights that it may have with respect to any other guaranty. Any action taken by Holder pursuant to the foregoing shall in no way be construed as a waiver or release of any right or

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remedy of Holder, or of any Event of Default, or of any liability or obligation of Borrower, under the Loan Agreement or any of the Loan Documents.

Section 16

Headings

Headings at the beginning of each numbered section of this Note are intended solely for convenience and are not to be deemed or construed to be a part of this Note.

Section 17

Time is of the Essence

Time is of the essence with respect to all obligations under this Note.

Section 18

Successors

All of the rights, privileges and obligations hereof shall inure to the benefit of and shall be binding upon Holder and Borrower and any successors and permitted assigns, if applicable.

Section 19

CHOICE OF LAW; JURISDICTION AND VENUE .

THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA, THE PRIMARY PLACE OF BUSINESS OF THE ORIGINAL HOLDER, WITHOUT GIVING EFFECTIVE TO ITS CONFLICTS OF LAW PRINCIPLES. BORROWER ACKNOWLEDGES THAT THIS NOTE WAS SUBSTANTIALLY NEGOTIATED IN THE STATE OF ARIZONA, THIS NOTE WAS DELIVERED BY BORROWER IN THE STATE OF ARIZONA AND ACCEPTED BY HOLDER IN THE STATE OF ARIZONA AND THAT THERE ARE SUBSTANTIAL CONTACTS BETWEEN THE PARTIES AND THE TRANSACTIONS CONTEMPLATED HEREIN AND THE STATE OF ARIZONA. FOR PURPOSES OF ANY ACTION OR PROCEEDING ARISING OUT OF THIS NOTE, THE PARTIES HERETO HEREBY EXPRESSLY SUBMIT TO THE JURISDICTION OF ALL FEDERAL AND STATE COURTS LOCATED IN THE STATE OF ARIZONA AND BORROWER CONSENTS THAT IT MAY BE SERVED WITH ANY PROCESS OR PAPER BY REGISTERED MAIL OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF ARIZONA IN ACCORDANCE WITH APPLICABLE LAW. FURTHERMORE, BORROWER WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER. NOTHING IN THIS SECTION SHALL LIMIT OR RESTRICT THE RIGHT OF HOLDER TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATES IN WHICH THE COLLATERAL IS LOCATED TO THE EXTENT HOLDER DEEMS SUCH PROCEEDING NECESSARY OR ADVISABLE TO EXERCISE REMEDIES AVAILABLE UNDER THIS NOTE.

THIS NOTE SHALL BE INTERPRETED WITHOUT REGARD TO ANY RULE OR CANON OF CONSTRUCTION WHICH INTERPRETS AGREEMENTS AGAINST THE DRAFTSMAN.

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Section 20

DISPUTE RESOLUTION .

This section contains a jury waiver, arbitration clause, and a class action waiver. READ IT CAREFULLY.

(B) ARBITRATION . IF A CLAIM, DISPUTE, OR CONTROVERSY ARISES BETWEEN THE PARTIES WITH RESPECT TO THIS NOTE OR ANY OTHER AGREEMENT OR BUSINESS RELATIONSHIP BETWEEN ANY OF THE PARTIES WHETHER OR NOT RELATED TO THE SUBJECT MATTER OF THIS NOTE (ALL OF THE FOREGOING, A " DISPUTE "), AND ONLY IF A JURY TRIAL WAIVER IS NOT PERMITTED BY APPLICABLE LAW OR RULING BY A COURT, ANY OF THE PARTIES MAY REQUIRE THAT THE DISPUTE BE RESOLVED BY BINDING ARBITRATION BEFORE A MUTUALLY AGREED UPON SINGLE ARBITRATOR AT THE REQUEST OF ANY PARTY. BY AGREEING TO ARBITRATE A DISPUTE, EACH PARTY GIVES UP ANY RIGHT THAT PARTY MAY HAVE TO A JURY TRIAL, AS WELL AS OTHER RIGHTS THAT PARTY WOULD HAVE IN COURT THAT ARE NOT AVAILABLE OR ARE MORE LIMITED IN ARBITRATION, SUCH AS THE RIGHTS TO DISCOVERY AND TO APPEAL.

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determined only by a court. If a third party is a party to a Dispute, the parties will consent to including the third party in the arbitration proceeding for resolving the Dispute with the third party. Venue for the arbitration proceeding shall be at a location determined by mutual agreement of the parties or, if no agreement, in the city and state where Lender is headquartered.

After entry of an Arbitration Order, the non-moving party shall commence arbitration (but shall not be required to commence arbitration in the event of a moving party’s decision not to do so as set forth in the next sentence). The moving party shall, at its discretion, also be entitled to commence arbitration but is under no obligation to do so, and the moving party shall not in any way be adversely prejudiced by electing not to commence arbitration. The arbitrator: (i) will hear and rule on appropriate dispositive motions for judgment on the pleadings, for failure to state a claim, or for full or partial summary judgment; (ii) will render a decision and any award applying applicable law; (iii) will give effect to any limitations period in determining any Dispute or defense; (iv) shall enforce the doctrines of compulsory counterclaim, res judicata, and collateral estoppel, if applicable; (v) with regard to motions and the arbitration hearing, shall apply rules of evidence governing civil cases; and (vi) will apply the law of the state specified in the agreement giving rise to the Dispute. Filing of a petition for arbitration shall not prevent any party from (i) seeking and obtaining from a court of competent jurisdiction (notwithstanding ongoing arbitration) provisional or ancillary remedies including but not limited to injunctive relief, property preservation orders, foreclosure, eviction, attachment, replevin, garnishment, and/or the appointment of a receiver, (ii) pursuing non-judicial foreclosure, or (iii) availing itself of any self-help remedies such as setoff and repossession. The exercise of such rights shall not constitute a waiver of the right to submit any Dispute to arbitration.

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Section 21

No Defenses or Setoffs

BORROWER (i) REPRESENTS THAT AS OF THE DATE OF THIS NOTE, BORROWER AND GUARANTOR HAVE NO DEFENSES TO OR SETOFFS AGAINST ANY OF THE OBLIGATIONS, NOR CLAIMS AGAINST HOLDER OR ITS AFFILIATES FOR ANY MATTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS; AND (ii) RELEASES HOLDER AND ITS AFFILIATES FROM ALL CLAIMS, CAUSES OF ACTION, AND COSTS, IN LAW OR EQUITY, EXISTING AS OF THE DATE OF THIS NOTE WHICH BORROWER HAS OR MAY HAVE BY REASON OF ANY MATTER OF ANY CONCEIVABLE KIND OR CHARACTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, INCLUDING THE SUBJECT MATTER OF THIS NOTE. THE FOREGOING RELEASE DOES NOT APPLY, HOWEVER, TO ANY OTHER CLAIMS, INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR FUTURE PERFORMANCE OF EXPRESS CONTRACTUAL OBLIGATIONS THAT MATURE AFTER THE DATE HEREOF THAT ARE OWING TO BORROWER BY HOLDER OR ITS AFFILIATES.

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IN WITNESS WHEREOF, the undersigned has caused this Note to be duly executed and delivered as of the date first set forth above.

	BORROWER:

	BLUEGREEN/BIG CEDAR VACATIONS, LLC , a Delaware limited liability company

	By:
	Name:	Anthony M. Puleo
	Title:	Vice President and Treasurer

	Federal ID #: 65-1016052

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FINAL EXECUTION COPY

FULL GUARANTY

THIS FULL GUARANTY (this " Guaranty ") is made as of the 30th day of September, 2010, by BLUEGREEN CORPORATION , a Massachusetts corporation (" Guarantor ") in favor of NATIONAL BANK OF ARIZONA , a national banking association (" Lender ").

BACKGROUND

A. Lender and BLUEGREEN/BIG CEDAR VACATIONS, LLC , a Delaware limited liability company, (" Borrower ") are entering into a Loan and Security Agreement dated as of even date herewith (as from time to time amended, restated or replaced, the " Loan Agreement "), pursuant to which Lender has agreed to make a receivables loan in the maximum principal amount of $20,000,000 to Borrower (the " Loan "). The Loan is evidenced by a Promissory Note executed by Borrower in favor of Lender dated as of even date herewith (as from time to time amended, supplemented or restated, the " Note "). The Loan Agreement, the Note, this Guaranty and all documents executed in connection therewith are collectively referred to herein as the " Loan Documents ". Terms used herein with initial capital letters, to the extent not otherwise defined herein, shall have the meanings given such terms in the Loan Agreement.

B. Guarantor has an ownership interest (directly or indirectly) in Borrower, and as a result will receive benefits from Lender making the Loan to Borrower.

C. Lender is willing to enter into the Loan Agreement with and make the Loan to Borrower only if Guarantor agrees to enter into this Guaranty.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing, the mutual conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in order to induce Lender to make the Loan, Guarantor hereby covenants and agrees with Lender as follows:

Section 1

Guaranty

(a) Guarantor absolutely, unconditionally and irrevocably guarantees the full, prompt, complete and faithful performance, payment, observance and fulfillment by Borrower of all of its obligations under the Loan Agreement (the " Obligations ") including, but not limited to, the payment when due of any and all sums that may become due to Lender from Borrower with respect to the Loan. Except in the event litigation is instituted and Lender is not the prevailing party, Guarantor shall pay all expenses (including reasonable attorneys' fees and legal expenses, whether incurred in a third party action or in an action to enforce this Guaranty) paid or incurred by Lender in endeavoring to collect the Obligations, or any part thereof, or securing the performance thereof, or in enforcing this Guaranty, whether or not litigation is instituted. Without limiting the generality of the description of the Obligations guaranteed by this Guaranty, Guarantor acknowledges and agrees that the Obligations guaranteed by this Guaranty shall include without limitation any and all obligations of Borrower to Lender arising under or in connection with any transaction hereafter entered into between Borrower and Lender which is a

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rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether linked to one or more interest rates, foreign currencies, commodity prices, equity prices or other financial measures, as applicable.

(b) Guarantor hereby covenants and agrees unconditionally that upon the occurrence and continuance of an Event of Default that has not been cured after the expiration of all applicable notice or grace periods, Guarantor will pay in its entirety all sums properly due and owing to Lender under the Loan Documents, in lawful money of the United States, to Lender at such address as Lender may by notice direct. If Guarantor fails to pay any sums properly due Lender hereunder within the period applicable pursuant to terms of the preceding sentence, then, as to Guarantor, such sums shall bear interest at the Default Rate, in lieu of the interest rate otherwise applicable under the Loan Agreement. Further, if Guarantor shall fail to pay such amount or perform such Obligations, Lender may institute and pursue any action or proceeding to judgment or final decree and may enforce any such judgment or final decree against Guarantor and collect in the manner provided by law out of its property, wherever situated, the monies adjudged or decreed to be payable. This is a guarantee of payment and not of collection.

(c) This Guaranty shall not be limited to any particular period of time, but, rather, shall continue absolutely, unconditionally and irrevocably until all terms, covenants and conditions of the Loan Documents have been fully and completely performed or otherwise discharged and/or released by Lender pursuant to the Loan Documents, and Guarantor shall not be released from any duty, obligation or liability hereunder so long as there is any claim of Lender against Borrower arising out of the Loan Documents which has not been performed, settled or discharged in full, or during any period for which this Guaranty is continued in effect or reinstated pursuant to Section 2(i) of this Guaranty. Guarantor expressly agrees that Borrower may create or incur obligations to Lender and may repay and subsequently create or incur obligations to Lender, all without notice to Guarantor, and Guarantor shall be bound thereby.

Section 2

Covenants and Waivers of Guarantor; Remedies and Rights of Lender

(a) Neither failure to give, nor defect in, any notice to Borrower or Guarantor concerning a default in the performance of the Obligations, an Event of Default or any event which might mature into an Event of Default shall extinguish or in any way affect the obligations of Guarantor hereunder. Neither demand on, nor the pursuit of any remedies against Borrower shall be required as a condition precedent to, and neither the pendency nor the prior termination of any action, suit or proceeding against Borrower (whether for the same or a different remedy) shall bear on or prejudice, the making of a demand on Guarantor by Lender and commencement against Guarantor after such demand of any action, suit or proceeding, at law or in equity, for the specific performance of any covenant or agreement contained in the Loan Agreement or the Loan Documents or for the enforcement of any other appropriate legal or equitable remedy.

(b) Guarantor's liability hereunder is primary, direct, immediate, and joint and several with that of Borrower. Neither (i) the exercise or the failure to exercise by Lender of any rights

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or remedies conferred on it under the Loan Documents, hereunder or existing at law or otherwise, or against any security for performance of the Obligations, (ii) the recovery of a judgment against Borrower, (iii) the commencement of an action at law or the recovery of a judgment at law against Borrower and the enforcement thereof through levy, or execution or otherwise, (iv) the taking or institution of any other action or proceeding against Borrower nor (v) any delay in taking, pursuing or exercising any of the foregoing actions, rights, powers or remedies (even though requested by Guarantor) by Lender or anyone acting for Lender shall extinguish or affect the obligations of Guarantor hereunder, but Guarantor shall be and remain liable for all the Obligations until fully paid and performed, notwithstanding (I) the previous discharge (total or partial) from further liability of Borrower, unless such discharge results from the full payment by the Borrower of the Obligations or (II) the existence of any bar (total, partial or temporary) to the pursuit by Guarantor of any right or claim to indemnity against Borrower or (III) any right or claim to be subrogated to the rights or claims of Lender in and to any property of Borrower (" Borrower's Property ") or the Loan Agreement, or resulting from any action or failure or omission to act or delay in acting by Lender or anyone entitled to act in its place.

(c) If (i) Guarantor shall become insolvent or admit in writing its inability to pay its debts as they mature, (ii) Guarantor shall apply for, consent to or acquiesce in an appointment of a trustee, receiver, liquidator, assignee, sequestrator or other similar official for itself or any of its property, (iii) in the absence of such application, consent or acquiescence, a trustee, receiver, liquidator, assignee, sequestrator or other similar official is appointed for Guarantor or for a substantial part of its property, or (iv) any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy, admiralty or insolvency law or at common law or in equity, or any dissolution or liquidation proceeding is instituted by Guarantor, or is instituted against Guarantor, then, whether any such event occurs at a time when any of the Obligations are then due and payable or not, Guarantor will pay to Lender forthwith the whole then unpaid amount of the Obligations (which amount, together with any other sums due under the Loan Documents is herein called the " Unpaid Amount "), as if such Unpaid Amount were then due and payable. In any such event Lender, irrespective of whether any demand shall have been made on Guarantor or Borrower by intervention in or initiation of judicial proceedings relative to Guarantor, its creditors or its property, may file and prove a claim or claims for the whole Unpaid Amount or any portion thereof and file such other papers or documents as may be necessary or advisable in order to have such claim allowed in such judicial proceedings and to collect and receive any monies or other property payable or deliverable on any such claim, and to distribute the same. Any receiver, assignee or trustee in bankruptcy or reorganization of Guarantor is hereby authorized to make such payments to Lender.

(d) Guarantor hereby expressly waives: (i) notice of acceptance by Lender of this Guaranty; (ii) notice of the existence, creation or non-payment of all or any of the Obligations, except as otherwise provided in the Loan Agreement; (iii) presentment, protest, demand, dishonor, notice of dishonor, protest and all notices whatsoever; (iv) all diligence in collection or protection of or realization on the Obligations or any part thereof, any obligation hereunder, or any security for or guarantee of any of the foregoing; (v) any defense based upon an election of remedies by Lender or marshalling of assets; (vi) any defense arising because of Lender's election under Section 1111(b)(2) of the United States Bankruptcy Code (the " Bankruptcy Code ") in any proceeding instituted under the Bankruptcy Code; (vii) any defense based on post-petition borrowing or the grant of a security interest by Borrower under Section 364 of the

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Bankruptcy Code; and (viii) any and all suretyship defenses and defenses in the nature thereof under Arizona and/or any other applicable law, including, without limitation, the benefits of the provisions of A.R.S §§ 12-1641 through 12-1646, inclusive, A.R.S. §§ 12-1566; 33-814, 47-3419, and 47-3605, ARCP Rule 17(f), and all other laws of similar import. Guarantor's relationship with Borrower is such that Guarantor presently is informed of the financial condition of Borrower and of all other circumstances which a diligent inquiry would reveal, and which bear upon the risk of non-payment of the indebtedness and other obligations of Borrower to Lender. Guarantor agrees and covenants that Guarantor has adequate means to obtain information from Borrower on a continuing basis, Guarantor will keep itself informed of Borrower's financial condition, and of all other circumstances which bear upon the risk of non-payment and non-performance, Guarantor is not relying on Lender to provide such information either now or in the future, and Guarantor assumes full responsibility to obtain such information. Guarantor waives any right it may have, if any at all , to require or request Lender to disclose to Guarantor any information that Lender may now have or hereafter acquire concerning such conditions and circumstances, or the substitution of any collateral securing the obligations owed to Lender.

(e) Without limiting the generality of the foregoing, Guarantor will not assert against Lender any defense of waiver, release, discharge in bankruptcy, statute of limitations, res judicata, statute of frauds, anti-deficiency statute, fraud, usury, illegality or unenforceability which may be available to Borrower with respect to the Loan Documents (or the Loan), or any setoff available to Borrower against Lender, whether or not on account of a related transaction.

(f) The benefits, remedies and rights provided or intended to be provided hereby for Lender are in addition to and without prejudice to any rights, benefits, remedies or security to which Lender might otherwise be entitled. No delay or omission on the part of Lender in the exercise of any right or remedy shall operate as a waiver thereof, and no single or partial exercise by Lender of any right or remedy shall preclude other or further exercise thereof or the exercise of any other right or remedy; nor shall any modification or waiver of any of the provisions of this Guaranty be binding on Lender except as expressly set forth in writing, duly signed and delivered on behalf of Lender. No action of Lender or failure or omission to act permitted hereunder shall in any way affect or impair the rights of Lender and the Obligations of Guarantor under this Guaranty.

(g) Anything else contained herein to the contrary notwithstanding, Lender, from time to time, without notice to Guarantor, may take all or any of the following actions without in any manner affecting or impairing the obligations of Guarantor hereunder, and without waiving any rights which Lender may have, unless expressly waived in writing by Lender: (a) obtain a security interest in any property to secure any of the Obligations or any obligation hereunder; (b) retain or obtain the primary or secondary liability of any party or parties, in addition to Guarantor, with respect to any of the Obligations; (c) extend the time for payment of the Loan or any installment thereof or the time for performance of any Obligation, in either case for any period (whether or not longer than the original term therefore, in which case, this Guaranty will be deemed amended to include the Loan or Obligation, as so amended); (d) release or compromise any liability of Guarantor hereunder or any liability of any nature of any other party or parties with respect to the Obligations; (e) resort to Guarantor for payment of any Obligations in accordance with the payment terms contained in the Loan Documents, whether or not Lender

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shall proceed against any other party primarily or secondarily liable on any of the Obligations or against Borrower's Property; (f) substitute, exchange or release all or any part of Borrower's Property; (g) agree or consent to any amendment, modification, renewal or alteration of any of the Loan Documents; (h) exercise its rights to consent to any action or non-action of Borrower which may violate the covenants and agreements contained in any of the Loan Documents, with or without consideration, on such terms and conditions as may be acceptable to it; or (i) exercise any of its rights confirmed by the Loan Documents or otherwise available at law or equity.

(h) Guarantor shall not be released or discharged, either in whole or in part, by Lender's failure or delay to perfect or continue the perfection of any security interest in any property which secures the Obligations of Borrower to Lender, or to protect the property covered by such security interest. Guarantor waives any rights or defenses which may arise as a result of errors or omissions in connection with the administration of the Loan by Lender, except for those made in bad faith or through gross negligence or willful misconduct.

(i) If at any time all or any part of any payment theretofore applied by Lender to any of the Obligations is or must be rescinded or returned by Lender for any reason whatsoever (including, without limitation, the insolvency, bankruptcy or reorganization of Borrower) such Obligations, for purposes of this Guaranty, to the extent that such payment is or must be rescinded or returned, shall be deemed to have never been paid or performed; and this Guaranty shall continue to be effective or be reinstated, as the case may be, as to such Obligations, all as though such application by Lender had not been made.

(j) Until all the Obligations have been paid and performed in full, Guarantor shall have no right of subrogation and hereby waives any right to participate in Borrower's Property. Guarantor expressly waives any defenses to the enforcement of this Guaranty, to any rights of Lender created or granted hereby or to the recovery by Lender against Borrower or Guarantor of any deficiency after judicial or non-judicial foreclosure or sale, even though such a foreclosure or sale may impair the subrogation rights of Guarantor or otherwise prevent Guarantor from obtaining reimbursement or contribution from Borrower.

(k) Guarantor hereby expressly waives and relinquishes any duty on the part of Lender (should any such duty exist) to disclose to Guarantor any matter, fact or thing related to the business, operations or condition (financial or otherwise) of Borrower or its affiliates or subsidiaries or their properties, whether now known or hereafter known by Lender during the life of this Guaranty. The execution and delivery of this Guaranty is based solely on the independent investigation of Guarantor and in no part upon any representation or statement of Lender with respect thereto. This Guaranty shall in no way be limited or impaired by any change in the business structure of Borrower.

(l) Reserved.

(m) It is not necessary for Lender to inquire into the powers of Borrower or of Borrower's officers, directors, partners or agents purporting to act on its behalf, and the Obligations are hereby guaranteed notwithstanding the lack of power or authority on the part of Borrower or anyone acting on Borrower's behalf, to incur the Obligations.

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(n) Guarantor agrees to provide to the Lender those financial statements, tax returns and other information required of Guarantor under the Loan Agreement, in the form and within the time period required under the Loan Agreement.

(o) Guarantor shall maintain a Tangible Net Worth of not less than $768,277,000, which covenant shall (A) be tested as of the last day of the calendar quarter immediately prior to the Effective Date and as a condition to the closing of the Loan and thereafter annually as of the end of each fiscal year of Guarantor; and (B) increase annually, commencing April 1, 2011 and continuing on April 1 of each calendar year thereafter, by 25% of Guarantor's net income from Guarantor’s prior fiscal year (but excluding periods prior to the last day of the calendar quarter immediately prior to the Effective Date) (the " Measuring Period "). For the avoidance of doubt, in no event shall the foregoing Tangible Net Worth covenant of Guarantor as set forth herein be decreased in the event Guarantor incurs a net loss in any Measuring Period.

Section 3

Guarantor's Warranties

(a) Guarantor represents and warrants to Lender that:

(1) Guarantor has the power and authority to execute and deliver this Guaranty and carry on Guarantor's businesses as presently conducted and the execution, delivery and performance by Guarantor of this Guaranty do not and will not conflict with or contravene Guarantor's Articles of Organization or any law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court having jurisdiction over Guarantor or any of its activities or properties or conflict with, or result in any default under any indenture, mortgage, chattel mortgage, deed of trust, conditional sales contract, charter, bank loan or credit agreement or other agreement or instrument of any kind to which Guarantor is a party or by which Guarantor or its properties may be bound or affected, except for those as to which consents have been obtained by Guarantor and are in full force and effect;

(2) Neither the execution and delivery by Guarantor of this Guaranty nor any of the transactions by Guarantor contemplated hereby requires the consent, approval, order or authorization of, or registration with, or the giving of notice to, any United States federal, state, or local, or any foreign, governmental authority, except such consents as have been obtained by Guarantor and are in full force and effect;

(3) This Guaranty has been duly executed and delivered by Guarantor and constitutes a legal, valid and binding obligation of Guarantor enforceable against it in accordance with its terms;

(4) Other than as disclosed in the public filings of Guarantor, there is no action, litigation or other proceeding pending or threatened against Guarantor before any court, arbitrator or administrative agency which may have a material adverse effect on the assets, business, or financial condition of Guarantor or which would prevent, hinder or jeopardize the performance by Guarantor under this Guaranty;

(5) Guarantor is fully familiar with all of the covenants, terms and conditions of the Loan Documents;

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(6) Guarantor is not a party to any contract, agreement, indenture or instrument or subject to any charter or other corporate restriction which individually or in the aggregate may have a material adverse effect on its financial condition, business, or operations or which would in any way jeopardize the ability of Guarantor to perform under this Guaranty; and

(7) All certificates, financial statements, tax returns (including without limitation, the tax returns of Borrower and Guarantor) and written materials furnished to Lender by or on behalf of Guarantor in connection with the Loan do not contain any untrue statements of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading.

(8) GUARANTOR (i) REPRESENTS THAT AS OF THE DATE OF THIS GUARANTY, GUARANTOR HAS NO DEFENSES TO OR SETOFFS AGAINST ANY OF THE OBLIGATIONS, NOR CLAIMS AGAINST LENDER OR ITS AFFILIATES FOR ANY MATTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, AND (ii) RELEASES LENDER AND LENDER'S AFFILIATES FROM ALL CLAIMS, CAUSES OF ACTION, AND COSTS, IN LAW OR EQUITY, EXISTING AS OF THE DATE OF THIS GUARANTY WHICH GUARANTOR HAS OR MAY HAVE BY REASON OF ANY MATTER OF ANY CONCEIVABLE KIND OR CHARACTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, INCLUDING THE SUBJECT MATTER OF THIS GUARANTY. THE FOREGOING RELEASE DOES NOT APPLY, HOWEVER, TO ANY OTHER CLAIMS, INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR FUTURE PERFORMANCE OF EXPRESS CONTRACTUAL OBLIGATIONS THAT MATURE AFTER THE DATE HEREOF THAT ARE OWING TO GUARANTOR BY LENDER OR ITS AFFILIATES.

Section 4

Miscellaneous Provisions

(a) Successors and Assigns . All the covenants, stipulations, promises and agreements contained in this Guaranty by or on behalf of Guarantor are for the benefit of Lender, its successors or assigns and shall bind Guarantor, and Guarantor's successors and assigns. Lender, without notice of any kind, may sell, assign or transfer the Loan Documents, and in such event each and every immediate and successive assignee or transferee thereof may be given the right by Lender to enforce this Guaranty in full, by suit or otherwise, for Lender's own benefit. Guarantor agrees for the benefit of any such assignee or transferee that Guarantor's Obligations hereunder shall not be subject to any reduction, abatement, defense, setoff, counterclaim or recoupment for any reason whatsoever by virtue of any such transfer or assignment.

(b) Notices . All notices, requests and demands to be made hereunder to the parties hereto must be in writing (at the addresses set forth below) and may be given by any of the following means:

(1) personal delivery;

(3) reputable overnight courier service;

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(3) telecopying (if confirmed in writing sent by registered or certified, first class mail, return receipt requested); or

(4) registered or certified, first class mail, return receipt requested.

Any notice, demand or request sent pursuant to the terms of this Guaranty will be deemed received (i) if sent pursuant subsection (1) , upon such personal delivery, (ii) if sent pursuant to subsection (2) , on the next Business Day following delivery to the courier service, (iii) if sent pursuant to subsection (3) , upon receipt if such receipt occurs between the hours of 9:00 a.m. and 5:00 p.m. (recipient's time zone) on a Business Day, and if such receipt occurs other than during such hours, on the next Business Day following receipt and (iv) if sent pursuant to subsection (4) , three (3) Business Days following deposit in the mail.

The addresses for notices are as follows:

To the Lender:

National Bank of Arizona

6001 N. 24th Street, Building B

Phoenix, AZ 85016

Attention: Kristen Carreno, Vice President

Telephone No.: (602) 212-5404

Telecopier No.: (602) 287-0722

With a copy to:

National Bank of Arizona

6001 N. 24th Street, Building B

Phoenix, AZ 85016

Attention: Legal Department

Telephone No.: (602) 212-5404

Telecopier No.: (602) 287-0722

With a copy to (which shall

not constitute notice):

Gammage & Burnham P.L.C.

Two North Central Avenue

18th Floor

Phoenix, Arizona 85004

Attention: Randall S. Dalton, Esq.

Telephone No.: (602) 256-4482

Telecopier No.: (602) 256-4475

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To the Guarantor:

With courtesy copies to:

Bluegreen Corporation

4960 Conference Way North – Suite 100

Boca Raton, FL 33431

Attention: Anthony M. Puleo

Telephone No.: (561) 912-8270

Telecopier No.: (561) 912-8123

Bluegreen Corporation

4960 Conference Way North, Suite 100

Boca Raton, Florida 33431

Attention: Legal Department; and

Weinstock & Scavo

3405 Piedmont Road, N.E., Ste. 300

Atlanta, Georgia 30305

Attention: Mark I. Sanders

Telephone No.: (404) 231-3999, x353

Telecopier No.: (404) 591-6453

The failure to provide courtesy copies will not affect or impair the Lender's rights and remedies against Guarantor. The providing of courtesy copies for Guarantor shall not constitute notice to Guarantor. Such addresses may be changed by notice to the other parties given in the same manner as provided above.

(c) CHOICE OF LAW; JURISDICTION; VENUE . THIS GUARANTY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA, THE PRIMARY PLACE OF BUSINESS OF LENDER, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES. GUARANTOR ACKNOWLEDGES THAT THIS GUARANTY WAS SUBSTANTIALLY NEGOTIATED IN THE STATE OF ARIZONA, THIS GUARANTY WAS DELIVERED BY GUARANTOR IN THE STATE OF ARIZONA, EXECUTED BY LENDER IN THE STATE OF ARIZONA AND ACCEPTED BY LENDER IN THE STATE OF ARIZONA AND THAT THERE ARE SUBSTANTIAL CONTACTS BETWEEN THE PARTIES AND THE TRANSACTIONS CONTEMPLATED HEREIN AND THE STATE OF ARIZONA. FOR PURPOSES OF ANY ACTION OR PROCEEDING ARISING OUT OF THIS GUARANTY, THE PARTIES HERETO HEREBY EXPRESSLY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF ALL FEDERAL AND STATE COURTS LOCATED IN THE STATE OF ARIZONA. FURTHERMORE, GUARANTOR WAIVES AND AGREES NOT TO ASSERT IN ANY SUCH ACTION, SUIT OR PROCEEDING THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE ACTION, SUIT OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT VENUE OF THE ACTION, SUIT OR PROCEEDING IS IMPROPER. NOTHING IN THIS SECTION SHALL LIMIT OR RESTRICT THE RIGHT OF LENDER TO COMMENCE ANY PROCEEDING IN THE FEDERAL OR STATE COURTS LOCATED IN THE STATES IN WHICH THE COLLATERAL IS LOCATED TO THE EXTENT LENDER DEEMS SUCH PROCEEDING NECESSARY OR ADVISABLE TO EXERCISE REMEDIES AVAILABLE UNDER THIS GUARANTY.

THIS GUARANTY SHALL BE INTERPRETED WITHOUT REGARD TO ANY RULE OR CANON OF CONSTRUCTION WHICH INTERPRETS AGREEMENTS AGAINST A DRAFTSMAN.

(d) Dispute Resolution . This section contains a jury waiver, arbitration clause, and a class action waiver. READ IT CAREFULLY.

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(B) ARBITRATION . IF A CLAIM, DISPUTE, OR CONTROVERSY ARISES BETWEEN THE PARTIES WITH RESPECT TO THIS GUARANTY OR ANY OTHER AGREEMENT OR BUSINESS RELATIONSHIP BETWEEN ANY OF THE PARTIES WHETHER OR NOT RELATED TO THE SUBJECT MATTER OF THIS GUARANTY (ALL OF THE FOREGOING, A " DISPUTE "), AND ONLY IF A JURY TRIAL WAIVER IS NOT PERMITTED BY APPLICABLE LAW OR RULING BY A COURT, ANY OF THE PARTIES MAY REQUIRE THAT THE DISPUTE BE RESOLVED BY BINDING ARBITRATION BEFORE A MUTUALLY AGREED UPON SINGLE ARBITRATOR AT THE REQUEST OF ANY PARTY. BY AGREEING TO ARBITRATE A DISPUTE, EACH PARTY GIVES UP ANY RIGHT THAT PARTY MAY HAVE TO A JURY TRIAL, AS WELL AS OTHER RIGHTS THAT PARTY WOULD HAVE IN COURT THAT ARE NOT AVAILABLE OR ARE MORE LIMITED IN ARBITRATION, SUCH AS THE RIGHTS TO DISCOVERY AND TO APPEAL.

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Arbitration under this provision concerns a transaction involving interstate commerce and shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. This arbitration provision shall survive any termination, amendment, or expiration of this Guaranty. If the terms of this provision vary from the Administrator's rules, this arbitration provision shall control.

(e) Reliance . Each party (i) certifies that no one has represented to such party that the other party would not seek to enforce jury and class action waivers in the event of suit, and (ii) acknowledges that it and the other party have been induced to enter into this Guaranty by, among other things, the mutual waivers, agreements, and certifications in this section.

(f) Severability . Any provision of this Guaranty which is 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 no such prohibition or unenforceability shall invalidate or render unenforceable such provision in any other jurisdiction.

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(g) Survival; Time of the Essence . None of the provisions of this Guaranty shall be limited to any particular period of time, but rather all such provisions shall continue absolutely, unconditionally and irrevocably for one year and one day after the Obligations are paid and performed in full. Time is of the essence hereof.

(h) Attorneys' Fees . In the event litigation or any other type of proceeding is commenced to enforce or interpret this Guaranty, to recover damages for breach of this Guaranty, to obtain declaratory relief in connection with this Guaranty, or otherwise to obtain judicial relief in connection herewith, the prevailing party shall be entitled to recover reasonable attorneys' fees as set by the court sitting without a jury and all of the reasonable costs of that litigation or proceeding, and any and all appeals therefrom, whether incurred in a third party action or in an action to enforce this Guaranty, including, but not limited to, taxable and nontaxable costs, together with interest on those reasonable attorneys' fees and costs at the Default Rate.

(i) Counterparts . This Guaranty may be executed in any number of counterparts. Each such counterpart shall be deemed to be an original instrument but all such counterparts together shall constitute but one Guaranty.

(j) Modification . This Guaranty sets forth the entire agreement of Guarantor and Lender with respect to the subject matter hereof and supersedes all prior oral and written agreements and representations by Lender to Guarantor. No modification or waiver of any provision of this Guaranty or any right of Lender hereunder and no release of Guarantor from any obligation hereunder shall be effective unless in a writing executed by an authorized officer of Lender.

(k) NO MATERIAL ADVERSE CHANGE . GUARANTOR HEREBY CERTIFIES THAT THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN THE ASSETS, LIABILITIES, NET WORTH OR FINANCIAL CONDITION OF GUARANTOR FROM THAT SHOWN ON THE MOST RECENT FINANCIAL STATEMENTS OF GUARANTOR PROVIDED TO LENDER PRIOR TO THE DATE OF THIS GUARANTY.

(l) SERVICE OF PROCESS . GUARANTOR HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS AND COMPLAINT IN CONNECTION WITH ANY PROCEEDINGS ARISING OUT OF THIS GUARANTY, OR OTHER PROCESS OR PAPERS ISSUED THEREIN, AND AGREES THAT SERVICE OF SUCH SUMMONS AND COMPLAINT OR OTHER PROCESS OR PAPERS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO GUARANTOR, AT THE ADDRESS TO WHICH NOTICES ARE TO BE SENT PURSUANT TO SECTION 4(b) . SHOULD GUARANTOR, AFTER BEING SO SERVED, FAIL TO APPEAR OR ANSWER TO ANY SUMMONS, COMPLAINT, PROCESS OR PAPERS SO SERVED WITHIN THE NUMBER OF DAYS PRESCRIBED BY LAW AFTER THE MAILING THEREOF, GUARANTOR SHALL BE DEEMED IN DEFAULT AND AN ORDER AND/OR JUDGMENT MAY BE ENTERED BY LENDER AGAINST GUARANTOR AS DEMANDED OR PRAYED FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS.

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(m) Relief from Automatic Stay . To the fullest extent permitted by law, in the event Borrower or the Guarantor shall make application for or seek relief or protection under the Bankruptcy Code or any other state debtor relief laws, or in the event that any involuntary petition is filed against Borrower or the Guarantor under the Bankruptcy Code or other state debtor relief laws, and not dismissed with prejudice within 45 days, the automatic stay provisions of Section 362 of the Bankruptcy Code are hereby modified as to Lender to the extent necessary to implement the provisions hereof permitting set-off and the filing of financing statements or other instruments or documents; and Lender shall automatically and without demand or notice (each of which is hereby waived) be entitled to immediate relief from any automatic stay imposed by Section 362 of the United States Bankruptcy Code or otherwise, on or against the exercise of the rights and remedies otherwise available to Lender as provided in the Loan Documents. In addition, in the event relief is sought by or against the Guarantor under the Bankruptcy Code, the Guarantor agrees to not seek, directly or indirectly, in any ensuing bankruptcy proceeding, any extension of the exclusivity period otherwise available to a debtor under the Bankruptcy Code, including, without limitation, the exclusivity period provided for under Section 1121(b) of the Bankruptcy Code. Guarantor agrees not to contest the validity or enforceability of this Section.

(n) Background Statements . The recitals set forth above are hereby incorporated into the operative provisions of this Guaranty.

[The remainder of this page is intentionally left blank.]

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IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first hereinabove written.

	GUARANTOR:

	BLUEGREEN CORPORATION , a Massachusetts corporation

	By:
	Name:	Anthony M. Puleo
	Title:	Senior Vice President, CFO and Treasurer

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AMENDMENT NO. 1

AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT (this “ Amendment ”) is entered into this ___day of June, 2010, by and among Big Cedar, L.L.C., a Missouri limited liability company (“ Big Cedar ”), Bass Pro, Inc., a Delaware corporation (“ Bass Pro ”), Bass Pro Outdoor World, L.L.C., a Missouri limited liability company (“ BPOW ”), Bass Pro Outdoors Online, L.L.C., a Missouri limited liability company (“ BP Online ”), BPS Catalog, LLC, a Missouri limited liability company and successor by conversion of BPS Catalog, L.P. (“ BPS Catalog ”), Bass Pro Intellectual Property, L.L.C., a Missouri limited liability company, formerly known as Bass Pro Trademarks, L.L.C. (“ BP Intellectual Property ”), World Wide Sportsman, Inc., a South Carolina corporation (“ WW Sportsman ”), Bass Pro Shops Canada, Inc., an Ontario corporation (“ BPS Canada ”), Bass Pro Shops Canada (Calgary), Inc., a Canada corporation (“ BPS Canada Calgary ”), Bass Pro Shops Canada (Montreal), Inc., a Canada corporation (“ BPS Canada Montreal ”), BPIP, LLC, a Virginia limited liability company, (“ BPIP ”), Tracker Marine, L.L.C., a Missouri limited liability company (“ Tracker Marine ”), BPS Direct, LLC, a Delaware limited liability company (“ BPS Direct ”), Bluegreen Vacations Unlimited, Inc., a Florida corporation (“ Bluegreen ”), and Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company (the “ Company ”). Each of Big Cedar, Bass Pro, BPOW, BP Intellectual Property, WW Sportsman, BPS Canada, BPS Canada Calgary, BPS Canada Montreal, BPIP and BPS Direct is sometimes referred to herein as a “ Service Provider ,” and they are sometimes collectively referred to herein as the “ Service Providers .” Each of Bluegreen and the Company is sometimes referred to herein as an “ Advertiser ,” and they are sometimes collectively referred to herein as the “ Advertisers .”

W I T N E S S E T H:

WHEREAS , each of the Service Providers (other than BPS Canada Montreal and BPS Direct) and the Advertisers previously entered into that certain Amended and Restated Marketing and Promotions Agreement dated as of December 31, 2007 (the “ Existing Agreement ,” and as the Existing Agreement is amended hereby, the “ Agreement ”);

WHEREAS , BPS Canada Montreal has agreed to become a party to the Agreement, on the terms set forth herein;

WHEREAS , effective as of the date hereof, BPS Catalog, L.P., a Missouri limited partnership, converted to BPS Catalog, LLC, a Missouri limited liability company, and following such conversion BPS Catalog, LLC assigned all of its rights and obligations under the Existing Agreement to BPS Direct;

WHEREAS , effective as of the date hereof, BP Online assigned all of its rights and obligations under the Existing Agreement to BPS Direct;

WHEREAS , BPS Direct has agreed to become a party to the Agreement and assume and succeed to all of the rights and obligations of BPS Catalog and BP Online under the Existing Agreement, on the terms set forth herein;

CH\1174011.3

WHEREAS , BPS Direct is an Affiliate of each of BPS Catalog and BP Online, and pursuant to Section 7.6 of the Existing Agreement, any party to the Existing Agreement may transfer its rights or obligations to an Affiliate of such party upon receipt of consent of all of the other parties, which consent shall not be unreasonably withheld; and

WHEREAS , pursuant to Section 7.11 of the Existing Agreement, the Existing Agreement may be modified or amended if such modification or amendment is in writing and signed by each party thereto.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises contained herein, the parties hereby agree to amend the Existing Agreement as follows:

1.	Recitals . The recitals set forth above are true and correct and incorporated herein by reference.

2.	Definitions .

2.1.

Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed thereto in the Agreement.

2.2.

Each of the defined terms contained in the preamble and recitals of this Amendment are hereby incorporated into the Agreement, and hereby amend and replace any conflicting defined terms set forth in the recitals of the Existing Agreement.

3.	Amendment to Section 1.1 . Section 1.1(a)(vii) of the Existing Agreement is hereby amended by deleting the word “(Calgary)” and replacing it with the phrase “Calgary, BPS Canada Montreal”.

4.	Amendment to Section 2.4(a) . Section 2.4(a) of the Existing Agreement is hereby amended by deleting the phrase “and BPS Canada Calgary” and replacing it with the phrase “, BPS Canada Calgary and BPS Canada Montreal”.

Agreement of BPS Canada Montreal to be Bound . BPS Canada Montreal agrees that, upon the full execution and delivery of this Amendment, BPS Canada Montreal shall (a) become a party to the Agreement, without further action on the part of any Person and (b) be bound by, and subject to, the terms and conditions of the Agreement.

Consent to Transfers to Affiliate . The parties hereby agree and consent (i) to the transfers by BPS Catalog and BP Online of all of their respective rights and obligations under the Existing Agreement to BPS Direct, and (ii) that the Existing Agreement shall be terminated as to BPS Catalog and BP Online without further action on the part of any Person.

7.	Agreement of BPS Direct to be Bound . BPS Direct agrees that, upon the full execution and delivery of this Amendment, BPS Direct shall (a) become a party to the Agreement, without further action on the part of any Person; (b) succeed to and assume all of the rights and obligations of BPS

CH\1174011.3

Catalog and BP Online under the Agreement; and (c) be bound by, and subject to, the terms and conditions of the Agreement.

8.	Replacement of References to Transferring Parties . All references in the Existing Agreement to BPS Catalog, L.P. and Bass Pro Outdoors Online, L.L.C. shall be deemed to be references to BPS Direct, LLC.

9.	Amendment to Section 7.5 . Section 7.5 of the Existing Agreement is hereby amended by deleting all occurrences of the phrase: “Attention: Toni Miller”.

10.

Severability . If any provision of this Amendment, or the application of any such provision to any Person or circumstance shall be held to be illegal, invalid or unenforceable under present or future Laws effective during the term hereof, the remainder of this Amendment, or the application of such provision to any other Persons or circumstances, shall not be affected thereby and shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision, as may be possible and be legal, valid and enforceable.

11.	GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

12.	Effect of Headings . Headings and captions contained in this Amendment in no way define or limit the scope or intent of this Amendment.

13.

Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts shall have been signed by each party and delivered to each other party. Facsimile, email and .pdf signatures hereon shall, for all purposes, be considered originals.

14.

No Other Changes; Conflicts . Except as herein modified, the provisions of the Existing Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the provisions of the Existing Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

[Signature pages follow]

CH\1174011.3

IN WITNESS WHEREOF , the parties hereto have executed and delivered this Amendment as of the date first written above.

	BLUEGREEN VACATIONS UNLIMITED, INC. , a Florida corporation

	By:
	Print Name:
	Title:



	BLUEGREEN/BIG CEDAR VACATIONS, LLC , a Delaware limited liability company:

	By:
	Print Name:
	Title:

CH\1174011

BIG CEDAR, L.L.C ., a Missouri limited liability company

By: __________________________

James A. Hagale

President

BASS PRO, INC. , a Delaware corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

BASS PRO OUTDOORS ONLINE, L.L.C. , a Missouri limited liability company

By: __________________________

James A. Hagale

Authorized Signatory

BASS PRO OUTDOOR WORLD, L.L.C. , a Missouri limited liability company

By: __________________________

James A. Hagale

President

BPS CATALOG, LLC, a Missouri limited partnership

By: __________________________

James A. Hagale

Authorized Signatory

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BASS PRO INTELLECTUAL PROPERTY, L.L.C. , a Missouri limited liability company

By: __________________________

James A. Hagale

Authorized Signatory

WORLD WIDE SPORTSMAN, INC. , a South Carolina Corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

BASS PRO SHOPS CANADA, INC. , an Ontario corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

BASS PRO SHOPS CANADA (CALGARY) , INC. , a Canada corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

BASS PRO SHOPS CANADA (MONTREAL) , INC. , a Canada corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

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BPIP, LLC , a Virginia limited liability company

By: __________________________

James A. Hagale

Authorized Signatory

TRACKER MARINE, L.L.C. , a Missouri limited liability company

By: __________________________

James A. Hagale

President

BPS DIRECT, LLC. , a Delaware limited liability company

By: __________________________

James A. Hagale

President

CH\1174011

Execution Copy

AMENDMENT NO. 2

AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT

THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED MARKETING AND PROMOTIONS AGREEMENT (this “ Amendment ”) is entered into this 1st day of October, 2010, by and among Big Cedar, L.L.C., a Missouri limited liability company (“ Big Cedar ”), Bass Pro, Inc., a Delaware corporation (“ Bass Pro ”), Bass Pro Outdoor World, L.L.C., a Missouri limited liability company (“ BPOW ”), Bass Pro Intellectual Property, L.L.C., a Missouri limited liability company (“ BP Intellectual Property ”), World Wide Sportsman, Inc., a South Carolina corporation (“ WW Sportsman ”), Bass Pro Shops Canada, Inc., an Ontario corporation (“ BPS Canada ”), Bass Pro Shops Canada (Calgary), Inc., a Canada corporation (“ BPS Canada Calgary ”), Bass Pro Shops Canada (Montreal), Inc., a Canada corporation (“ BPS Canada Montreal ”), BPIP, LLC, a Virginia limited liability company, (“ BPIP ”), Tracker Marine, L.L.C., a Missouri limited liability company (“ Tracker Marine ”), BPS Direct, LLC, a Delaware limited liability company (“ BPS Direct ”), Bluegreen Vacations Unlimited, Inc., a Florida corporation (“ Bluegreen ”), and Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company (the “ Company ”). Each of Big Cedar, Bass Pro, BPOW, BP Intellectual Property, WW Sportsman, BPS Canada, BPS Canada Calgary, BPS Canada Montreal, BPIP and BPS Direct is sometimes referred to herein as a “ Service Provider ,” and they are sometimes collectively referred to herein as the “ Service Providers .” Each of Bluegreen and the Company is sometimes referred to herein as an “ Advertiser ,” and they are sometimes collectively referred to herein as the “ Advertisers .”

W I T N E S S E T H:

WHEREAS , each of the Service Providers and the Advertisers previously entered into that certain Amended and Restated Marketing and Promotions Agreement dated as of December 31, 2007, as amended by that certain Amendment No. 1 to Amended and Restated Marketing and Promotions Agreement, dated as of June 26, 2010 (collectively, the “ Existing Agreement ,” and as the Existing Agreement is amended hereby, the “ Agreement ”); WHEREAS , in connection with the Company’s acquisition of the 109 Acres Property and the Paradise Point Property, Big Cedar, Bass Pro, Bluegreen, the Company and the other parties hereto now desire to amend the Existing Agreement on the terms and conditions set forth herein; and

1.	Recitals . The recitals set forth above are true and correct and incorporated herein by reference.

2.	Definitions .

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2.1.

Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed thereto in the Agreement.

2.2.

3.	Amendments to Section 1.1 and Modification of Other Terms .

3.1.

The definition of “ Red Rock Bluff Property ” set forth in Section 1.1(a)(xxx) of the Existing Agreement is hereby deleted and amended and restated in its entirety, as follows, and inserted in its appropriate location within Section 1.1 of the Agreement based upon alphabetical order:

“ Long Creek Ranch Property ” means that certain property, more particularly described in Exhibit B-2 hereto, purchased by the Company for the development of the Long Creek Ranch Timeshare Project.

3.2.

The definition of “ Red Rock Bluff Timeshare Project ” set forth in Section 1.1(a)(xxxi) of the Existing Agreement is hereby deleted and amended and restated in its entirety, as follows, and inserted in its appropriate location within Section 1.1 of the Agreement based upon alphabetical order:

“ Long Creek Ranch Timeshare Project ” means that certain timeshare project to be developed on the Long Creek Ranch Property by the Company in accordance with the terms of the Operating Agreement.

3.3.

The following definitions are hereby inserted in Section 1.1 of the Agreement, in their appropriate locations based upon alphabetical order:

“ 109 Acres Property ” means that certain property, more particularly described in Exhibit B-3 hereto, purchased by the Company for the development of the 109 Acres Timeshare Project.

“ 109 Acres Timeshare Project ” means that certain timeshare project to be developed on the 109 Acres Property by the Company in accordance with the terms of the Operating Agreement.

“ Paradise Point Property ” means (i) that certain property, more particularly described in Exhibit B-4 hereto, purchased by the Company for the development of the Paradise Point Timeshare Project; and (ii) to the extent and at such time (if any) as it is acquired by the Company, Building 8 of the Paradise Point Resort, as more particularly described on Exhibit B-5 hereto.

| CH\1167119.4

“ Paradise Point Timeshare Project ” means that certain timeshare project to be developed on the Paradise Point Property by the Company in accordance with the terms of the Operating Agreement.

3.4.

The definition of “ Operating Agreement ” set forth in Section 1.1(a)(xxvii) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

“ Operating Agreement ” means that certain Amended and Restated Operating Agreement of the Company, dated as of December 31, 2007, by and between Bluegreen and Big Cedar, as the same may be amended from time to time.

3.5.

The definition of “ Timeshare Projects ” set forth in Section 1.1(a)(xxxiii) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

“ Timeshare Projects ” means collectively the Big Cedar Timeshare Project, the Long Creek Ranch Timeshare Project, the 109 Acres Timeshare Project and the Paradise Point Timeshare Project, together with such other timeshare projects as may be owned, developed and sold by the Company from time to time.

3.6.

All references to the term “ Red Rock Bluff Property ” in the Existing Agreement are hereby deleted and replaced with the term “ Long Creek Ranch Property .”

3.7.

All references to the term “ Red Rock Bluff Timeshare Project ” in the Existing Agreement are hereby deleted and replaced with the term “ Long Creek Ranch Timeshare Project .”

3.8.

For purposes of this Amendment and the Existing Agreement, as amended by this Amendment, the term “ Agreement ” shall refer to the Existing Agreement, as amended hereby and from time to time.

4.	Amendment to Section 2.2 . Section 2.2 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

Term . The initial term of this Agreement shall expire on January 1, 2025. This Agreement shall automatically renew for additional one (1) year periods on January 1 each subsequent year unless one party delivers written notice of intent to terminate this Agreement to the other parties on or before September 1 of the preceding year. Notwithstanding the foregoing, if Big Cedar has not received the Annual Prepayment (defined below) for the year 2025 or any succeeding year on or before January 1 of each such renewal year (or within ten (10) days thereafter), any Service Provider may elect to terminate this Agreement for all purposes and with respect to all parties at any time upon written notice to the Advertisers.

5.	Amendment to Section 2.4(f) . Section 2.4(f) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

| CH\1167119.4

(f) Radius Restriction. Notwithstanding anything herein to the contrary, beginning at such time as there are timeshare units available for sale at any of the Timeshare Projects, and continuing until such time as 90% or more of the timeshare interests in all of the Timeshare Projects have been sold, the Bass Pro Shops located in Springfield, Missouri and Branson, Missouri shall not be used to promote or market any Bluegreen Timeshare Facility located within 50 miles of any of the Timeshare Projects, including, without limitation, the Falls Village Resort located in Branson, Missouri.

6.	Additional Exhibits .

6.1.

Exhibit B-3 to this Amendment is hereby inserted as Exhibit B-3 to the Agreement.

6.2.

Exhibit B-4 to this Amendment is hereby inserted as Exhibit B-4 to the Agreement.

6.3.

Exhibit B-5 to this Amendment is hereby inserted as Exhibit B-5 to the Agreement.

8.	GOVERNING LAW . THIS AMENDMENT SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

9.	Effect of Headings . Headings and captions contained in this Amendment in no way define or limit the scope or intent of this Amendment.

10.

11.

[Signature pages follow]

| CH\1167119.4

IN WITNESS WHEREOF , the parties hereto have executed and delivered this Amendment as of the date first written above.

	BLUEGREEN VACATIONS UNLIMITED, INC. , a Florida corporation

	By:
	Print Name:
	Title:



	BLUEGREEN/BIG CEDAR VACATIONS, LLC , a Delaware limited liability company:

	By:
	Print Name:
	Title:

| CH\1167119

BIG CEDAR, L.L.C ., a Missouri limited liability company

By: __________________________

James A. Hagale

President

BASS PRO, INC. , a Delaware corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

BASS PRO OUTDOOR WORLD, L.L.C. , a Missouri limited liability company

By: __________________________

James A. Hagale

President

BASS PRO INTELLECTUAL PROPERTY, L.L.C. , a Missouri limited liability company

By: __________________________

James A. Hagale

Authorized Signatory

WORLD WIDE SPORTSMAN, INC. , a South Carolina Corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

| CH\1167119

BASS PRO SHOPS CANADA, INC. , an Ontario corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

BASS PRO SHOPS CANADA (CALGARY) , INC. , a Canada corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

BASS PRO SHOPS CANADA (MONTREAL) , INC. , a Canada corporation

By: __________________________

James A. Hagale

President and Chief Operating Officer

| CH\1167119

BPIP, LLC , a Virginia limited liability company

By: __________________________

James A. Hagale

Authorized Signatory

TRACKER MARINE, L.L.C. , a Missouri limited liability company

By: __________________________

James A. Hagale

President

BPS DIRECT, LLC , a Delaware limited liability company

By: __________________________

James A. Hagale

President

| CH\1167119

EXHIBIT “B-3”

109 ACRES PROPERTY DESCRIPTION

| CH\1167119

EXHIBIT “B-4”

PARADISE POINT INITIAL PROPERTY DESCRIPTION

| CH\1167119

EXHIBIT “B-5”

PARADISE POINT BUILDING 8 PROPERTY DESCRIPTION

| CH\1167119

Execution Copy

AMENDMENT NO. 1 TO

AMENDED AND RESTATED OPERATING AGREEMENT

OF BLUEGREEN/BIG CEDAR VACATIONS, LLC

a Delaware limited liability company

THIS AMENDMENT NO. 1 TO AMENDED AND RESTATED OPERATING AGREEMENT OF BLUEGREEN/BIG CEDAR VACATIONS, LLC (this “ Amendment ”), dated as of October 1, 2010, is made and entered into by and among those Persons identified on Exhibit A to this Amendment (the “ Members ”).

W I T N E S S E T H

WHEREAS , Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company (the “ Company ”), is currently governed by that certain Amended and Restated Operating Agreement of Bluegreen/Big Cedar Vacations, LLC, dated as of December 31, 2007 (the “ Existing Agreement ”), for the purpose of setting forth the understandings and agreements of the Members with respect to the organization and operation of the Company and the scope and conduct of its business, including its development of the Timeshare Projects;

WHEREAS , the Company has acquired or will acquire the 109 Acres Property (as defined herein) for the purposes of the construction and development of the 109 Acres Property Timeshare Project (as defined herein), and the Company has acquired or will acquire some or all of the Paradise Point Property (as defined herein) for the purposes of the construction and development of the Paradise Point Timeshare Project (as defined herein); and

WHEREAS , in connection with the acquisitions of the 109 Acres Property and the Paradise Point Property, and the construction and development of the 109 Acres Timeshare Project and the Paradise Point Timeshare Project, the Members now desire to amend the Existing Agreement on the terms and conditions set forth herein.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises contained herein, the Members hereby agree to amend the Existing Agreement as follows:

1. Definitions . Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Existing Agreement, as amended hereby.

Amendments to Section 1.8 and Modification of Other Terms .

2.1. The definition of “ Red Rock Bluff Property ” set forth in Section 1.8(II) of the Existing Agreement is hereby deleted, amended and restated in its entirety, as follows, and inserted in its appropriate location within Section 1.8 based upon alphabetical order:

“ Long Creek Ranch Property ” means that certain property, more particularly described in Exhibit C hereto and incorporated herein by this reference, purchased by the Company for the development of the Long Creek Ranch Timeshare Project.

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2.2. The definition of “ Red Rock Bluff Timeshare Project ” set forth in Section 1.8(JJ) of the Existing Agreement is hereby deleted, amended and restated in its entirety, as follows, and inserted in its appropriate location within Section 1.8 based upon alphabetical order:

“ Long Creek Ranch Timeshare Project ” means that certain timeshare project to be developed on the Long Creek Ranch Property by the Company in accordance with the terms of the Agreement.

2.3. The following definitions are hereby inserted in Section 1.8 of the Existing Agreement, in their appropriate locations based upon alphabetical order:

“ 109 Acres Property ” means that certain property, more particularly described in Exhibit H hereto, purchased by the Company for the development of the 109 Acres Timeshare Project.

“ 109 Acres Timeshare Project ” means that certain timeshare project to be developed on the 109 Acres Property by the Company in accordance with the terms of the Agreement.

“ Paradise Point Property ” means (i) that certain property, more particularly described in Exhibit I-1 hereto, purchased by the Company for the development of the Paradise Point Timeshare Project; and (ii) to the extent and at such time (if any) as it is acquired by the Company, Building 8 of the Paradise Point Resort, as more particularly described on Exhibit I-2 hereto.

“ Paradise Point Timeshare Project ” means that certain timeshare project to be developed on the Paradise Point Property by the Company in accordance with the terms of the Agreement.

2.4. The definition of “ Business Property ” contained in Section 1.8(N) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

“ Business Property ” means all property, assets and interests (whether real or personal, tangible or intangible) owned or held from time to time by the Company, including without limitation the Big Cedar Timeshare Property, the Long Creek Ranch Property, the 109 Acres Property and the Paradise Point Property.

2.5. The definition of “ Marketing Agreement ” contained in Section 1.8(Z) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

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“ Marketing Agreement ” means that certain Amended and Restated Marketing and Promotions Agreement, dated as of December 31, 2007, by and among Bass Pro, Inc., BCLLC, Bluegreen, the Company and the other parties thereto, as the same may be amended from time to time.

2.6. The definition of “ Timeshare Projects ” contained in Section 1.8(LL) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

“ Timeshare Projects ” means collectively the Big Cedar Timeshare Project, the Long Creek Ranch Timeshare Project, the 109 Acres Timeshare Project, and the Paradise Point Timeshare Project, together with such other Resort Interest Programs as may be owned, developed and sold by the Company from time to time.

2.7. All references in the Existing Agreement to the term “Red Rock Bluff Property” are hereby deleted and replaced with the term “Long Creek Ranch Property”.

2.8. All references in the Existing Agreement to the term “Red Rock Bluff Timeshare Project” are hereby deleted and replaced with the term “Long Creek Ranch Timeshare Project”.

2.9. All references in the Existing Agreement to the term “Red Rock Bluff Business Plan” are hereby deleted and replaced with the term “Long Creek Ranch Business Plan”.

2.10. All references in this Amendment and in the Existing Agreement to the term “Agreement” shall refer to the Existing Agreement, as amended hereby and from time to time.

3. Amendment to Section 1.9 . Section 1.9 of the Existing Agreement is hereby amended as follows:

3.1.

The following line is hereby deleted from Section 1.9:

Red Rock Bluff Business Plan

6.9(B)(1)

3.2. The following lines are hereby inserted in Section 1.9 , in their appropriate locations based upon alphabetical order:

Long Creek Ranch Business Plan	6.9(B)(1)
109 Acres Business Plan	6.9(D)(1)
109 Acres Master Land Use and Development Plan	6.9(D)(8)
Paradise Point Business Plan	6.9(E)(1)
Paradise Point Master Land Use and Development Plan	6.9(E)(8)

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4. Update to Exhibit A . Exhibit A to the Existing Agreement is hereby deleted, and amended and restated in its entirety by the Exhibit A attached to this Amendment, which updates the Members’ Capital Accounts and Member Loan amounts as of December 31, 2009.

5. Amendment to Section 6.7 . Section 6.7 of the Existing Agreement is hereby amended as follows:

5.1. Section 6.7(B) is hereby deleted and amended and restated in its entirety as follows:

(B) Sell, lease, exchange, transfer, encumber or otherwise dispose of the Big Cedar Timeshare Property, the Long Creek Ranch Property, the 109 Acres Property or the Paradise Point Property (other than in the ordinary course of the Business);

5.2.

Section 6.7(H) is hereby deleted and amended and restated in its entirety as follows:

(H) Acquire any real estate or any interest therein (other than the Big Cedar Timeshare Property, the Long Creek Ranch Property, the 109 Acres Property or the Paradise Point Property), or acquire any other property or assets not related to the Business;

6. Amendments to Section 6.9 . Section 6.9 of the Existing Agreement is hereby amended as follows:

6.1. The first sentence of Section 6.9 is hereby deleted and amended and restated in its entirety as follows:

The Members shall cooperate in good faith to continue development of timeshare units and amenities at the Big Cedar Timeshare Project and the Long Creek Ranch Timeshare Project and will develop the Paradise Point Timeshare Project and the 109 Acres Timeshare Project, on such budgets and timelines, and to such specifications, as provided herein and/or as otherwise agreed by the Members (provided that the Management Committee shall have the authority to approve the Annual Budget, Business Plan, and ordinary course of business deviations from such budget and plan).

6.2. The second line of Section 6.9(A)(2 ) is hereby amended to delete the reference to “Ten Million Dollars ($10,000,000)” and to insert “Five Million Dollars ($5,000,000)” in lieu thereof. The Members acknowledge that the requirements set forth in Section 6.9(A)(2 ) of the Agreement (as amended hereby) have not yet been fully satisfied, and reaffirm that such requirements are still binding obligations of the Company and the Members, as applicable.

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6.3. The caption for Section 6.9(B) set forth in the Existing Agreement is hereby deleted and replaced with the following: “ Long Creek Ranch Development ”.

6.4. Section 6.9(C) is hereby amended by deleting the phrase “the Big Cedar Timeshare Project and Red Rock Bluff Timeshare Project” and replacing it with the phrase “each of the Timeshare Projects”.

6.5. The following is inserted as Section 6.9(D) and Section 6.9(E) immediately following Section 6.9(C) of the Existing Agreement: (D) 109 Acres Property Development .

(1) No later than December 31, 2010, the Members will agree upon a business plan which forecasts the life of the 109 Acres Timeshare Project (the “ 109 Acres Business Plan .”) The 109 Acres Business Plan will be solely a projection, without representation or warranty, express or implied.

(2) Notwithstanding any other provision hereof to the contrary, the 109 Acres Timeshare Project shall be developed in accordance with the 109 Acres Business Plan.

(3) Schedule 6.9(D)(3 ) to this Amendment, which is hereby inserted as Schedule 6.9(D)(3 ) to the Agreement, sets forth schedules of expenses incurred by Bluegreen and BCLLC on or before the date hereof in connection with the acquisition of the 109 Acres Property (the “ 109 Acres Expenses ”). The Company shall reimburse Bluegreen and BCLLC for the 109 Acres Expenses incurred by Bluegreen and BCLLC, respectively, at the 109 Acres Closing. All future expenses in respect to the acquisition, development, design construction, operation, management, marketing and sale of the 109 Acres Timeshare Project are the obligations of and shall be paid by the Company.

(4)Except as set forth in Sections 2.2(B) and 6.9(D)(3 ) no Member shall be entitled to any reimbursement of any amounts expended in connection with the acquisition, development, design construction, operation, management, marketing and sale of the 109 Acres Timeshare Project unless all Members have consented in writing, recognizing that Bluegreen may reimburse itself for expenses incurred on behalf of the Company as provided in Section 2.7 , so long as Bluegreen provides to BCLLC a monthly accounting of all such reimbursements as required by Section 2.7 .

(5)The Members and the Management Committee shall cause the Company to develop and construct all amenities and facilities necessary to support the full development of the 109 Acres Timeshare Project, in a design and on a timeline consistent with the 109 Acres Business Plan or as otherwise agreed upon by Bluegreen and BCLLC.

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(6)The 109 Acres Timeshare Project shall be designed and constructed so that the quality of the timeshare units are comparable in quality to the existing villa units and cabins at the Big Cedar Timeshare Project. (7)BCLLC shall have ultimate approval rights as to design and construction of the 109 Acres Timeshare Project. The 109 Acres Timeshare Project shall be completed as expeditiously as possible as agreed to by the Members. (8)Bluegreen and BCLLC shall agree on a Master Use and Development Plan for the 109 Acres Timeshare Project (the “ 109 Acres Master Use and Development Plan .” The 109 Acres Master Use and Development Plan shall initially be prepared by Bluegreen, at the expense of the Company, no later than December 31, 2010. The 109 Acres Master Use and Development Plan shall provide that the architectural design and product quality of the 109 Acres Timeshare Project, which shall be consistent with and complementary to the architectural and product quality of the existing Big Cedar Timeshare Project. Within thirty (30) days of the final approval of the 109 Acres Master Use and Development Plan, the Management Committee shall authorize and approve the form of two Easement Agreements related to: (i) the use of Big Cedar Lodge amenities by the occupants (whether owners, guests, tenants or exchange users) of the 109 Acres Timeshare Project; and (ii) the use of the 109 Acres Timeshare Project amenities by the occupants of the Big Cedar Lodge; and, upon such approval, recommend the same to the Members for their approval. Upon Member approval, such Easement Agreements shall be filed and recorded at the direction of the Management Committee and the Members. (E) Paradise Point Property Development .

(1) No later than December 31, 2010, the Members will agree upon a business plan which forecasts the life of the Paradise Point Timeshare Project (the “ Paradise Point Business Plan .”) The Paradise Point Business Plan will be solely a projection, without representation or warranty, express or implied.

(2) Notwithstanding any other provision hereof to the contrary, the Paradise Point Timeshare Project shall be developed in accordance with the Paradise Point Business Plan.

(3) Schedule 6.9(E)(3 ) to this Amendment, which is hereby inserted as Schedule 6.9(E)(3 ) to the Agreement, sets forth schedules of expenses incurred by Bluegreen and BCLLC on or before the date hereof in connection with the acquisition of the Paradise Point Property (the “ Paradise Point Expenses ”). The Company shall reimburse Bluegreen and BCLLC for the Paradise Point Expenses incurred by Bluegreen and BCLLC, respectively, at the Paradise Point Closing. All future expenses in respect to the acquisition, development, design construction, operation, management, marketing and sale of

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the Paradise Point Timeshare Project are the obligations of and shall be paid by the Company.

(4)Except as set forth in Section 2.2(B) and 6.9(E)(3 ), no Member shall be entitled to any reimbursement of any amounts expended in connection with the acquisition, development, design construction, operation, management, marketing and sale of the Paradise Point Timeshare Project unless all Members have consented in writing, recognizing that Bluegreen may reimburse itself for expenses incurred on behalf of the Company as provided in Section 2.7 , so long as Bluegreen provides to BCLLC a monthly accounting of all such reimbursements as required by Section 2.7 .

(5)The Members and the Management Committee shall cause the Company to develop and construct all amenities and facilities necessary to support the full development of the Paradise Point Timeshare Project, in a design and on a timeline consistent with the Paradise Point Business Plan or as otherwise agreed upon by Bluegreen and BCLLC.

(6)The Paradise Point Timeshare Project shall be designed and constructed so that the quality of the timeshare units are comparable in quality to the existing villa units and cabins at the Big Cedar Timeshare Project. (7)BCLLC shall have ultimate approval rights as to design and construction of the Paradise Point Timeshare Project. The Paradise Point Timeshare Project shall be completed as expeditiously as possible. (8)Bluegreen and BCLLC shall agree on a Master Use and Development Plan for the Paradise Point Timeshare Project (the “ Paradise Point Master Use and Development Plan .” The Paradise Point Master Use and Development Plan shall initially be prepared by Bluegreen, at the expense of the Company, no later than December 31, 2010. The Paradise Point Master Use and Development Plan shall provide that the architectural design and product quality of the Paradise Point Timeshare Project, which shall be consistent with and complementary to the architectural and product quality of the existing Big Cedar Timeshare Project.

7. Amendment to Section 7.4 . Section 7.4 of the Existing Agreement is hereby amended by deleting the word “and” immediately prior to subsection (iv), and inserting the following, immediately after sub-section (iv) and before the term “(“ Approved Agreements ”)”:

and (v) management services to be provided to the timeshare owners’ associations relating to the 109 Acres Timeshare Project and the Paradise Point Timeshare Project

8. Amendment to Section 7.6 . Section 7.6(C)(1) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

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(1) Bluegreen agrees, on behalf of itself and its Affiliates, that neither Bluegreen nor any of its Affiliates shall participate directly or indirectly in the development, construction, ownership, sales, franchise, license, financing, management or operation of, or enter into any agreement regarding, any timeshare development, Resort Interest Program, Fractional Interest Development or timeshare project that: (A) (i) is similar in design to any of the Timeshare Projects; (ii) is similar in theme to any of the Timeshare Projects; or (iii) contains (or will contain) timeshare estates or interests (or portions thereof), units or other interests that are (or will be) marketed or sold at a price equal to or greater than the least expensive timeshare estates or interests (or portions thereof), units or other interests marketed or sold at the Big Cedar Timeshare Property, the Long Creek Ranch Property, the 109 Acres Property or the Paradise Point Property; and (B) which is located or proposed to be located within the “ Restricted Area .” “Restricted Area” shall mean the area located within fifty (50) miles from any point of the Big Cedar Timeshare Property, the Long Creek Ranch Property, the 109 Acres Property or the Paradise Point Property.

9. Amendment to Section 7.8 . Section 7.8(A) of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

(A) General . It is acknowledged by the Members that Bluegreen is in the business of developing, marketing and selling Resort Interest Programs, including timeshare projects. It is further acknowledged by the parties that there may arise the occasion where Bluegreen may consider developing a timeshare project based on the same concept as any of the Timeshare Projects at other locations, which timeshare project will contain timeshare estates or interests (or portions thereof), units or other interests that will be marketed or sold at a price equal to or greater than the least expensive timeshare estates or interests (or portions thereof), units or other interests marketed or sold at the Big Cedar Timeshare Property, the Long Creek Ranch Property, the 109 Acres Property or the Paradise Point Property (any such timeshare project, a “ Proposed Project ”). Bluegreen agrees that, subject to the limitations set forth in this Section 7.8 , BCLLC shall have the exclusive, irrevocable and absolute right to “Participate” (as defined below) with Bluegreen in the development of a Proposed Project. A timeshare project shall be deemed to be based on the same concept as any of the Timeshare Projects if it is founded upon an outdoor/wilderness/rustic theme, utilizing lodges and/or cabins, and using similar materials and architectural design. The right to “ Participate ” shall mean the right to co-develop and/or provide marketing and promotional services as such co-development or providing of services may be mutually agreed to by BCLLC on the one hand, and Bluegreen on the other.

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10.

Amendments to Section 7.10 .

10.1. Section 7.10(B) of the Existing Agreement is hereby amended by deleting the phrase “at the Red Rock Bluff Timeshare Project” and replacing it with the following phrase: “at the Long Creek Ranch Timeshare Project, the 109 Acres Timeshare Project and the Paradise Point Timeshare Project”.

10.2. Section 7.10(D)(1)(i) of the Existing Agreement is hereby amended by deleting the phrase “at the Big Cedar Timeshare Project and the Red Rock Bluff Timeshare Project” and replacing it with the following phrase: “at the Timeshare Projects”.

11.

New Section 7.12 .

11.1. The following is inserted as Section 7.12 immediately following Section 7.11 of the Existing Agreement:

Section 7.12.

Non-Solicitation and No-Hire

(A) Bluegreen and the Company agree that, so long as this Agreement is effective, without the prior written consent of the BCLLC, neither Bluegreen, the Company nor any of their respective representatives will solicit or cause to be solicited the employment of, or employ, any person who is now or hereafter employed by the BCLLC, provided , however , that Bluegreen and the Company may solicit or cause to be solicited the employment of, or employ, any person whose employment at BCLLC has terminated more than one year prior to such solicitation or employment by Bluegreen or the Company.

(B) BCLLC agrees that, so long as this Agreement is effective, without the prior written consent of the Company or Bluegreen, as applicable, neither BCLLC nor any of its representatives will solicit or cause to be solicited the employment of, or employ, any person who is now or hereafter employed by the Company or Bluegreen, provided , however , that BCLLC may solicit or cause to be solicited the employment of, or employ, any person whose employment at the Company or Bluegreen has terminated more than one year prior to such solicitation or employment by BCLLC.

12. Amendment to Section 10.1 . Section 10.1 of the Existing Agreement is hereby amended by deleting the phrase: “Attention: Toni Miller”.

13.

New Schedules and Exhibits .

13.1. Schedule 2 to the Existing Agreement is hereby deleted, and amended and restated in its entirety by the Schedule 2 attached to this Amendment.

13.2. Exhibit H to this Amendment is hereby inserted as Exhibit H to the Agreement.

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13.3. Exhibits I-1 and I-2 to this Amendment are hereby inserted as Exhibits I-1 and I-2 to the Agreement.

14. Severability . If any provision of this Amendment, or the application of any such provision to any Person or circumstance shall be held to be illegal, invalid or unenforceable under present or future Laws effective during the term hereof, the remainder of the Agreement, or the application of such provision to any other Persons or circumstances, shall not be affected thereby and shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof. In lieu of such illegal, invalid, or unenforceable provision, there shall be added automatically as a part hereof a provision as similar in terms to such illegal, invalid or unenforceable provision, as may be possible and be legal, valid and enforceable.

15. Exhibits and Schedules . Every exhibit and schedule attached to this Amendment and referred to herein is incorporated in this Amendment by reference.

16. Effect of Headings . Headings and captions contained in this Amendment in no way define or limit the scope or intent of this Amendment.

17. Governing Law . THIS AMENDMENT SHALL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS INTERNAL CONFLICTS OF LAWS PRINCIPLES.

18. Counterparts. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same amendment, and shall become effective when one or more counterparts shall have been signed by each party and delivered to each other party. Facsimile, email and .pdf signatures hereon shall, for all purposes, be considered originals.

19. No Other Changes; Conflicts . Except as herein modified, the provisions of the Existing Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the provisions of the Existing Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

	BLUEGREEN VACATIONS UNLIMITED, INC. ,
	a Florida Corporation

	By:
	Please Print Name:
	Its:



	BIG CEDAR, L.L.C.,
	a Missouri limited liability company

	By:
		James A. Hagale
		President

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Schedule 2

Approved Agreements

1. Amended and Restated Marketing & Promotions Agreement dated as of December 31, 2007, by and among BCLLC, Bluegreen, the Company, and the other parties thereto, as amended by that certain Amendment No. 1 to Amended and Restated Marketing and Promotions Agreement dated as of June 26, 2010 and that certain Amendment No. 2 to Amended and Restated Marketing and Promotions Agreement of even date herewith, as the same may be further amended from time to time.

2. Amended and Restated Operational Services and Integration Agreement, dated as of December 31, 2007, by and among BCLLC, the Company, Big Cedar Wilderness Club Condominium Association, Inc. (f/k/a Big Cedar Resort Club Owners Association, Inc.) and Bluegreen Wilderness Club at Long Creek Ranch Condominium Association, Inc., as amended pursuant to that certain First Amendment to Amended and Restated Operational Services and Integration Agreement of even date herewith, as the same may be further amended from time to time.

3. Amended and Restated Servicing Agreement, dated as of December 31, 2007, by and among Bluegreen Corporation, the Company and BCLLC, as amended pursuant to that certain First Amendment to Amended and Restated Servicing Agreement of even date herewith, as the same may be further amended from time to time.

4. Amended and Restated Administrative Services Agreement, dated as of December 31, 2007, by and among Bluegreen, the Company and BCLLC, as amended pursuant to that certain First Amendment to Amended and Restated Administrative Services Agreement of even date herewith, as the same may be further amended from time to time.

5. Easement Agreement by and among BCLLC and Three Johns Company (n/k/a American Sportsman Holdings Co.) as Grantors, and the Company and the Big Cedar Resort Club Owners Association, Inc. (n/k/a Big Cedar Wilderness Club Condominium Association, Inc.) as Grantees, dated as of June 15, 2000, as amended pursuant to that certain Amendment to Easement Agreement of even date herewith, as the same may be further amended from time to time.

6. Agreement and Limited Waiver, entered into as of February 18, 2010 but effective as of May 1, 2009, by and among Bluegreen, BCLLC, and Bluegreen / Big Cedar Vacations, LLC, as the same may be amended from time to time.

7. Operational Services and Integration Agreement by and among BCLLC, the Company and 109 Acres Timeshare Owners Association Inc. of even date herewith, as the same may be amended from time to time.

8. Tour Agreement by and among BCLLC, Bluegreen, and the Company dated ____ 2005, as amended pursuant to that certain Amendment to Tour Agreement of even date herewith but effective as of June 16, 2010, as the same may be further amended from time to time.

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Schedule 6.9(D)(3)

109 Acres Expenses

Bluegreen Expenses	BCLLC Expenses
$0	$0

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Schedule 6.9(E)(3)

Paradise Point Expenses

Bluegreen Expenses	BCLLC Expenses
$0	Item: Legal Fees to Latham & Watkins LLP
	Dates: Nov. 1, 2009 to Sept. 30, 2010
	Amount: $100,000

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EXHIBIT A

MEMBERS

Member Name and
Address

December 31, 2010 Capital Account

Member Loans

Percentage Interest

Bluegreen Vacations Unlimited, Inc.

4960 Conference Way North

Suite 100

Boca Raton, Florida 33431

$38,345,077.00 (Book)

$[____________] ¹ (Tax)

51%

Big Cedar, L.L.C.

2500 East Kearney Street

Springfield, MO 65898

$36,968,007.00 (Book)

$[___________] ² (Tax)

49%

_________________________

¹ To be completed once information becomes available based upon tax returns.

² To be completed once information becomes available based upon tax returns.

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EXHIBIT H

109 ACRES PROPERTY

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EXHIBIT I-1

PARADISE POINT PROPERTY

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EXHIBIT I-2

BUILDING 8 OF PARADISE POINT PROPERTY

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Execution Copy

FIRST AMENDMENT

AMENDED AND RESTATED

SERVICING AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED SERVICING AGREEMENT (this “ Amendment ”) is effective as of the 1st day of October, of 2010, by and among BLUEGREEN CORPORATION, a Massachusetts corporation (“ Servicer ”), BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited liability company (the “ Company ”) and Big Cedar, L.L.C., a Missouri limited liability company (“ Big Cedar ”). Servicer, the Company, and Big Cedar are each referred to herein as a “ Party ”, and collectively as “ Parties .”

W I T N E S S E T H:

WHEREAS , Servicer, the Company, and Big Cedar previously entered into that certain Amended and Restated Servicing Agreement dated as of December 31, 2007 (the “ Existing Agreement ”), which provides for an arrangement by which Servicer provides servicing of timeshare receivables, specifically in respect to promissory notes, purchase documents and related deeds of trust received by the Company from certain purchasers of timeshare interests at the Big Cedar Timeshare Project and the Long Creek Ranch Timeshare Project, on the terms set forth in the Existing Agreement; and

WHEREAS , in connection with the Company’s acquisition of certain parcels for the purpose of developing the 109 Acres Timeshare Project and the Paradise Point Timeshare Project, Big Cedar, Servicer, and the Company now desire to amend the Existing Agreement on the terms and conditions set forth herein.

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and the mutual promises contained herein, the Parties hereby agree to amend the Existing Agreement as follows:

1.	Recitals . The recitals set forth above are true and correct and incorporated herein by reference.

2.	Definitions . Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Existing Agreement.

3.	Amendments to Section 1 and Modification of Other Terms .

3.1.

All occurrences of the term “Red Rock Bluff Timeshare Project” in Section 1 of the Existing Agreement shall be replaced with the term “Long Creek Ranch Timeshare Project”.

3.2.

The following definitions are hereby inserted in Section 1 of the Existing Agreement, in their appropriate locations based upon alphabetical order:

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“ 109 Acres Timeshare Project ” shall mean that certain timeshare project to be developed by the Company, located in Taney County, Missouri, which timeshare project shall be located on that certain property described on Exhibit H to the Operating Agreement and incorporated herein by this reference.

“ Paradise Point Timeshare Project ” shall mean that certain timeshare project to be developed by the Company, located in Taney County, Missouri, which timeshare project shall be located on that certain property described on Exhibit I to the Operating Agreement and incorporated herein by this reference.

3.3.

The definition of “Operating Agreement” contained in Section 1 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

“ Operating Agreement ” shall mean that certain Amended and Restated Operating Agreement of Bluegreen / Big Cedar Vacations, LLC, dated as of December 31, 2007, by and between Bluegreen Vacations Unlimited, Inc. (“ Bluegreen Vacations ”), an affiliate of Servicer, and Big Cedar, as the same may be amended from time to time.

3.4.

The definition of “Timeshare Projects” contained in Section 1 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

“ Timeshare Projects ” shall mean collectively the Big Cedar Timeshare Project, the Long Creek Ranch Timeshare Project, the 109 Acres Timeshare Project, and the Paradise Point Timeshare Project, together with such other timeshare projects as may be owned, developed and sold by the Company from time to time.

3.5.

All references in this Amendment and in the Existing Agreement to the term “Agreement” shall refer to the Existing Agreement, as amended hereby and from time to time.

4.	Amendment to Section 24 . Section 24 of the Existing Agreement is hereby amended by deleting the phrase: “Attention: Toni Miller”.

Severability . Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Amendment, and any such prohibition or unenforceability in any jurisdiction will not invalidate or render unenforceable such provision in any other jurisdiction. To the extent permitted by law, the Parties waive any provision of law which renders any such provision prohibited or unenforceable in any respect.

6.	Construction . This Amendment shall be construed in accordance with and governed by the laws of the State of Missouri, exclusive of conflicts of laws principles.

7.	Effect of Headings . Headings and captions contained in this Amendment in no way define or limit the scope or intent of this Amendment.

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Counterparts . This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same amendment, and shall become effective when one or more counterparts shall have been signed by each party and delivered to each other party. Facsimile, email and .pdf signatures hereon shall, for all purposes, be considered originals.

No Other Changes; Conflicts . Except as herein modified, the provisions of the Existing Agreement shall remain unchanged and in full force and effect. In the event of any conflict between the provisions of the Existing Agreement and the provisions of this Amendment, the provisions of this Amendment shall control.

[Signature pages follow]

| CH\1167120.2

IN WITNESS WHEREOF the parties hereto have executed and delivered this Amendment as of the date first written above.

	SERVICER:

	BLUEGREEN CORPORATION
	a Massachusetts corporation

	By:
	Print Name:
	Title:



	COMPANY:

	BLUEGREEN/BIG CEDAR VACATIONS, LLC ,
	a Delaware limited liability company

	By:
	Print Name:
	Title:



	Solely for the purposes of the rights set forth in Paragraph 14 of the Agreement:

	BIG CEDAR, L.L.C.,
	a Missouri limited liability company

	By:
		James A. Hagale
		President

| CH\1167120.2

Execution Copy

FIRST AMENDMENT

AMENDED AND RESTATED

ADMINISTRATIVE SERVICES AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this “ Amendment ”) is effective as of the 1st day of October, of 2010, by and among Bluegreen/Big Cedar Vacations, LLC, a Delaware limited liability company (the “ Company ”), Bluegreen Vacations Unlimited, Inc., a Florida corporation (“ Bluegreen ”), and Big Cedar, L.L.C., a Missouri limited liability company (“ Big Cedar ”). The Company, Bluegreen and Big Cedar are each referred to herein as a “ Party ”, and collectively as “ Parties .”

W I T N E S S E T H:

WHEREAS , Bluegreen, the Company, and Big Cedar previously entered into that certain Amended and Restated Administrative Services Agreement dated as of December 31, 2007 (the “ Existing Agreement” ), which provides for an arrangement by which Bluegreen provides certain general and administrative services relating to the Big Cedar Timeshare Project and the Long Creek Ranch Timeshare Project, on the terms set forth in the Existing Agreement; and

WHEREAS , in connection with the Company’s acquisition of certain parcels for the purpose of developing the 109 Acres Timeshare Project and the Paradise Point Timeshare Project, Big Cedar, Bluegreen, and the Company now desire to amend the Existing Agreement on the terms and conditions set forth herein.

1.	Recitals . The recitals set forth above are true and correct and incorporated herein by reference.

2.	Definitions . Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Existing Agreement, as amended hereby.

3.	Amendments to Section 1 and Modification of Other Terms .

3.1.

All occurrences of the term “Red Rock Bluff Timeshare Project” in Section 1 of the Existing Agreement shall be replaced with the term “Long Creek Ranch Timeshare Project”.

3.2.

The following definitions are hereby inserted in Section 1 of the Existing Agreement, in their appropriate locations based upon alphabetical order:

“ 109 Acres Timeshare Project ” shall mean that certain timeshare project to be developed by the Company, located in Taney County, Missouri, which timeshare

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project shall be located on that certain property described on Exhibit H to the Operating Agreement and incorporated herein by this reference.

3.3.

The definition of “Operating Agreement” contained in Section 1 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

“ Operating Agreement ” shall mean that certain Amended and Restated Operating Agreement of Bluegreen / Big Cedar Vacations, LLC, dated as of December 31, 2007, by and between Bluegreen and Big Cedar, as the same may be amended from time to time.

3.4.

The definition of “Servicing Agreement” contained in Section 1 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

“ Servicing Agreement ” shall mean that certain Amended and Restated Servicing Agreement, dated as of December 31, 2007, by and among Bluegreen Corporation, the Company and Big Cedar, as the same may be amended from time to time.

3.5.

The definition of “Timeshare Projects” contained in Section 1 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

3.6.

All references in this Amendment and in the Existing Agreement to the term “Agreement” shall refer to the Existing Agreement, as amended hereby and from time to time.

4.	Amendment to Section 12 . Section 12 of the Existing Agreement is hereby amended by deleting the phrase: “Attention: Toni Miller”.

5.	Amendment to Section 20 . Section 20 of the Existing Agreement is hereby deleted and amended and restated in its entirety as follows:

Term . The term of this Agreement shall commence on December 31, 2007 and continue until January 1, 2025, and shall, unless terminated by either of the Parties hereto, thereafter automatically renew for additional one (1) year periods; it being agreed that any Party desiring to terminate this Agreement at the end of the initial or any extension term shall provide not less than one hundred twenty (120) days prior written notice of such termination to the other Party.

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7.	Construction . This Amendment shall be construed in accordance with and governed by the laws of the State of Missouri, exclusive of conflicts of laws principles.

8.	Effect of Headings . Headings and captions contained in this Amendment in no way define or limit the scope or intent of this Amendment.

10.

[Signature page follows]

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IN WITNESS WHEREOF the parties hereto have executed and delivered this Amendment as of the date first written above.

	BLUEGREEN/BIG CEDAR VACATIONS, LLC , a
	Delaware limited liability Company

	By:
	Please Print Name:
	Its:



	BLUEGREEN VACATIONS UNLIMITED, INC. ,
	a Florida Corporation

	By:
	Please Print Name:
	Its:



	Solely for the purposes of the rights set forth in Section 4 of the Agreement:

	BIG CEDAR, L.L.C.,
	a Missouri limited liability company

	By:
		James A. Hagale
		President

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