FIRST COMMITMENT AMENDMENT TO


LOAN SALE AND SERVICING AGREEMENT


 


THIS FIRST COMMITMENT
AMENDMENT TO LOAN SALE AND SERVICING AGREEMENT (this “First Amendment”), dated as of March 1, 2012, is entered
into by and among BBCV Receivables-Q 2010 LLC, a Delaware limited liability company, as seller (the “Seller”),
Quorum Federal Credit Union, a federally chartered credit union, as buyer (the “Buyer”), Vacation Trust, Inc.,
a Florida Corporation, as Club Trustee (the “Club Trustee”), U.S. Bank National Association, a national banking
association, as custodian and paying agent (the “Custodian”), Bluegreen Corporation, a Massachusetts corporation,
as servicer (the “Servicer”), and Concord Servicing Corporation, an Arizona corporation, as backup servicer
(the “Backup Servicer”).


 


RECITALS


 


WHEREAS, the Buyer,
the Seller, the Servicer and the Backup Servicer have previously entered into that certain Loan Sale and Servicing Agreement, dated
as of December 22, 2010, as amended by that certain Omnibus Amendment, dated as of May 3, 2011 and that certain Omnibus Amendment
No. 2, dated as of February 7, 2012 (as may be amended, supplemented or restated from time to time, the “Loan Sale and
Servicing Agreement”).


 


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


 


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


 


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


 


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


 


1.                 
Amendment of Standard Definitions. 


 


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


 


“Commitment Period”
and “Commitment Purchase Period” shall mean the period commencing on March 1, 2012 and continuing until March
31, 2013.


 


“Minimum Required
Amount” shall mean, during the Commitment Period, an amount which does not exceed $15,000,000.


 


“Program
Fee Rate” shall mean the rate set forth in, as applicable, the Buyer Commitment Purchase Confirmation, or the Buyer Purchase
Confirmation corresponding to the related Buyer Notice. On any date of determination, the Program Fee Rate for the Aggregate Sale
Date Loan Pool shall be based on the weighted average of the Program Fee Rates of each Sale Date Loan Pool then comprising the
Aggregate Sale Date Loan Pool in proportion to the outstanding Loan Balances of each Sale Date Loan Pool to be added to the Aggregate
Sale Date Loan Pool.



    	 



    	 



    



(b)The definition of
Monthly Buyer Notice is deleted in its entirety and the following definition is added to the Standard Definitions:


 


“Buyer Notice”
shall have the meaning set forth in Section 2.1(c) of the Agreement.


 


2.                 
Amendment of the Loan Sale and Servicing Agreement.


 


(a)Section 2.1(c) of
the Loan Sale and Servicing Agreement is hereby deleted in its entirety and the following is substituted in its place and stead:


 


(c) After the Commitment
Period. After any Commitment Period, the Buyer may deliver to the Seller thirty (30) days prior written notice of any changes
in terms in substantially the form in Exhibit R attached hereto (the “Buyer Notice”) containing the terms
satisfactory to Buyer for Sale Date Loan Pools to be purchased by the Buyer. If the Seller delivers a Sale Notice to the Buyer
based on the terms of the Buyer Notice and if the Buyer intends to enter into such Sale with the Seller upon such terms, then the
Buyer shall confirm, by issuing a purchase confirmation in substantially the form in Exhibit F2 attached hereto (a “Buyer
Purchase Confirmation”) no later than 12:00 p.m. (New York City time) on the Business Day prior to the proposed Sale
Date that Buyer shall fund in accordance with the Sale Notice. The Buyer Purchase Confirmation shall specify items including the
following (w) the Buyer Purchase Price Percentage, (x) the Initial Purchase Price Installment for such Sale Date Loan Pool, (y)
the Program Fee Rate, and (z) any fees and expenses payable by the Seller to the Buyer. If the Seller decides to reject any Buyer
Purchase Confirmation, it must provide notice to the Buyer no later than 3:00 p.m. (New York City time) on the Business Day prior
to the proposed Sale Date. The Buyer shall deposit the Initial Purchase Price Installment in immediately available funds, no later
than 12:00 p.m. (New York City time) on the related Sale Date, to the account designated by the Seller in the Sale Notice. It is
expressly agreed and understood that until such time that Buyer delivers a Buyer Notice to Seller, the terms of a prior Commitment
Purchase Period Terms Letter, as may be amended in accordance with its terms, or any existing Buyer Notice, as the case may be,
shall remain in effect until the effective date of such subsequent Buyer Notice.


 


(b)Exhibit E
to the Loan Sale and Servicing Agreement is hereby deleted in its entirety and the Exhibit E attached to this First Amendment
is substituted in its place and stead.


 


(c)Exhibit R
to the Loan Sale and Servicing Agreement is hereby deleted in its entirety and the Exhibit R attached to this First Amendment
is substituted in its place and stead.


 


3.                 
Minimum Required Amount Availability. The amount of the Minimum Required Amount
available at any time to the Seller will be determined by the difference between (i) the Minimum Required Amount and the total
of (ii) (a) the outstanding Net Investment Amount of all Sale Date Loan Pools, including all Sale Date Loan Pools with a Sale Date
after March 1, 2012, as of the most recent Distribution Date plus (without duplication) (b) the outstanding Net Investment Amount
of all Sale Date Loan Pools with a Sale Date after the most recent Distribution Date. The Minimum Required Amount shall terminate
immediately upon the occurrence of a Purchase Termination Event or a Timeshare Portfolio Performance Event. 


 


4.                 
Choice of Law and Venue. This First Amendment shall be construed in accordance
with the internal laws of the State of New York.


 


5.                 
Binding Effect. This First Amendment shall inure to the benefit of and be binding
upon the parties to this First Amendment and their successors and assigns. 



    	 



    	 



    



 


6.                 
Counterpart Execution. This First Amendment may be executed in counterpart,
and any number of copies of this First Amendment which in the aggregate have been executed by all parties to this First Amendment
shall constitute one original.


 


7.                 
Time is of the Essence. Time is of the essence in the performance of the obligations
in this First Amendment.


 


8.                 
No Third Party Beneficiary. No third party shall be a beneficiary hereof.


 


 


  


 


 


[Signatures Appear on Next Page]



    	 



    	 



    

 


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


 


	THE BUYER:	
        QUORUM FEDERAL CREDIT UNION

        By: /s/                                                    

               Bruno Sementilli,

               President and CEO

     

	THE SELLER:	
        BBCV Receivables-Q 2010 LLC

        By: /s/                                                    

               Allan J. Herz

               President and Assistant Treasurer

     

	THE SERVICER:	
        BLUEGREEN CORPORATION

        By: /s/                                                    

               Anthony M. Puleo

               Senior Vice President, CFO & Treasurer

     

	THE BACKUP SERVICER:	
        CONCORD SERVICING CORPORATION

        By: /s/                                                    

               Mary-Jeanne Fincher

               Vice President and General Counsel 

     

	THE CUSTODIAN:	
        U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity
        but solely as Custodian and Paying Agent hereunder

        By: /s/                                                    

        Printed Name:

        Title:

	
        THE CLUB TRUSTEE:

         
	
        VACATION TRUST, INC.,

        as Club Trustee

         

        By: /s/                                                    

               Tonya Wardak

               Vice President, Treasurer and Secretary



 



    	 



    	 



    



Exhibit E


 


SALE NOTICE

 


Date: __________


 


This Sale Notice is pursuant to the Loan Sale
and Servicing Agreement dated as of ______________________, 20__, by and among [insert legal name of seller], as the Seller,
Quorum Federal Credit Union, as the Buyer, Bluegreen Corporation, as Servicer, Vacation Trust, Inc., as the Club Trustee, Concord
Servicing Corporation, as Back-Up Servicer and U.S. Bank National Association, as the Custodian and Paying Agent, as may be amended,
modified or supplemented from time to time (“Agreement”). Capitalized terms not otherwise defined herein shall have
the meaning ascribed thereto in the Agreement. The Seller proposes to sell to the Buyer the Timeshare Loans described below:


 


Proposed Sale Date:_________________


 


Aggregate principal balance of Sale Date Loan
Pool:$______________


 


Number of Timeshare Loans in Sale Date Loan
Pool:________


 


Range of balances of Timeshare Loans:$___________to
$____________


 


Aggregate balance, shown as a percentage, of Timeshare
Loans in the Sale Date Loan Pool including, without duplication, non-U.S. domiciled Obligors, or do not have a FICO Score or a
FICO Score below 600 to Timeshare Loans in the Sale Date Loan Pool:____%


 


Range of seasoning of Timeshare Loans: _____________
months to ___________ months

 


Aggregate balance, shown as a percentage,
of Timeshare Loans in the Sale Date Loan Pool secured by a right-to-use Timeshare Property with a finite use to Timeshare Loans
in the Sale Date Loan Pool: ____________%


 


Sale Date Loan Pool Number: ____________


 


An electronic file detailing each Timeshare
Loan is hereby delivered to the Buyer with this Sale Notice.


 


Unless a Buyer’s purchase confirmation
is received by the Seller before 12 pm one (1) business day prior to the Sale Date, this offer of sale shall expire; provided,
however, that during the Commitment Purchase Period, the Buyer, pursuant to Section 2.1(b) of the Agreement, shall deliver the
Buyer Commitment Purchase Confirmation to the Seller by such date and time.


 


 


___________________________, as
Seller


 


By: _______________________________

 


Name: _____________________________

 

Title: ______________________________

 

Address: ___________________________

 

Attention: __________________________ 

 

Telephone: _________________________ 

 

Facsimile: __________________________

 


 



    	 



    	 



    



Exhibit R


 


BUYER NOTICE


Date: _____________


 


Subject to the terms and conditions of the
Loan Sale and Servicing Agreement, dated as of _____________________, 20__ by and among [insert legal name of seller], as
the Seller, Quorum Federal Credit Union, as the Buyer, Bluegreen Corporation, as the Servicer, Concord Servicing Corporation, as
the Back-Up Servicer, and the other parties thereto, as may be amended, modified or supplemented from time to time (the “Agreement”),
the Buyer is willing to purchase timeshare loans, which meet the following criteria:


 


A.    
Aggregate principal balance of the Sale Date Loan Pool: $___________ 


B.    
Buyer’s Purchase Price Percentage: _________%


C.    
Initial Purchase Price Installment: $___________ [insert amount equal to the product of
item A and item B above, less item E below]


D.    
Program Fee Rate: ______________% per annum


E.     
Loan Purchase Fee: $________ [insert amount equal to the product of (i) [ ]% and (ii) the
outstanding principal loan balance of the related Sale Date Loan Pool]


F.     
 Timeshare Portfolio Performance Event triggers:


Delinquency Level: ___________%


Default Level: ___________%


 


Cumulative
Default Level (see Table 1 attached hereto)


 


The effective date of this Buyer Notice shall
be thirty (30) days after the date of this Buyer Notice first above written. Capitalized terms not otherwise defined herein shall
have the meaning ascribed thereto in the Agreement.


 


QUORUM FEDERAL CREDIT UNION, as Buyer


 


By: ____________________________________


Name:Bruno Sementilli


Title: President


 


Address:2 Manhattanville
Road


                  Suite 401


                  Purchase, NY 10577


Attention: President/CEO


Telephone: 914-641-3739


Facsimile: 914-641-3777


 


 


 



    	 



    	 



    



Table 1 to Buyer Notice


 


Cumulative Default Levels


 


[See Attached]