QUORUM FEDERAL CREDIT UNION


2 Manhattanville Road


Suite 401


Purchase, NY 10577


 


 


Dated as
of March 1, 2012


 


Allan J Herz


President and Assistant Treasurer


BBCV Receivables-Q 2010 LLC


4950 Communication Avenue, Suite 900


Boca Raton, Florida 33431


 


		Re:	Commitment Purchase Period Terms Letter; Terms Governing Sale of Timeshare Loans by BBCV Receivables-Q
2010 LLC (the "Seller") to Quorum Federal Credit Union (the "Buyer")



 


Dear Mr. Herz:


 


The Buyer agrees to purchase Eligible
Timeshare Loans from the Seller during the Commitment Purchase Period on the terms and conditions set forth in the Loan Sale and
Servicing Agreement dated as of December 22, 2010, by and among the Seller, the Buyer, Bluegreen Corporation, as the Servicer,
Concord Servicing Corporation, as the Back-Up Servicer and the other parties thereto, as amended (the "Agreement")
as supplemented below:


 


		A.	Buyer
                                                                                                                                                                                         Purchase
                                                                                                                                                                                         Price
                                                                                                                                                                                         Percentage:
                                                                                                                                                                                         No
                                                                                                                                                                                         less
                                                                                                                                                                                         than
                                                                                                                                                                                         83%
                                                                                                                                                                                         during
                                                                                                                                                                                         the
                                                                                                                                                                                         Commitment
                                                                                                                                                                                         Period,
                                                                                                                                                                                         subject
                                                                                                                                                                                         to
                                                                                                                                                                                         adjustment
                                                                                                                                                                                         as
                                                                                                                                                                                         provided
                                                                                                                                                                                         herein.



 


		B.	Program
                                                                                                                                                                                         Fee
                                                                                                                                                                                         Rate:
                                                                                                                                                                                         6.5%
                                                                                                                                                                                         per
                                                                                                                                                                                         annum
                                                                                                                                                                                         for
                                                                                                                                                                                         purchases
                                                                                                                                                                                         during
                                                                                                                                                                                         the
                                                                                                                                                                                         Commitment
                                                                                                                                                                                         Period,
                                                                                                                                                                                         subject
                                                                                                                                                                                         to
                                                                                                                                                                                         adjustment
                                                                                                                                                                                         as
                                                                                                                                                                                         provided
                                                                                                                                                                                         herein.



 


		C.	Minimum
                                                                                                                                                                                         Required
                                                                                                                                                                                         Amount
                                                                                                                                                                                         Underutilization
                                                                                                                                                                                         Fee:
                                                                                                                                                                                         A
                                                                                                                                                                                         fee
                                                                                                                                                                                         of
                                                                                                                                                                                         (i)
                                                                                                                                                                                         $50,000
                                                                                                                                                                                         shall
                                                                                                                                                                                         be
                                                                                                                                                                                         due
                                                                                                                                                                                         to
                                                                                                                                                                                         the
                                                                                                                                                                                         Buyer
                                                                                                                                                                                         if
                                                                                                                                                                                         the
                                                                                                                                                                                         Seller
                                                                                                                                                                                         fails
                                                                                                                                                                                         to
                                                                                                                                                                                         sell
                                                                                                                                                                                         to
                                                                                                                                                                                         the
                                                                                                                                                                                         Buyer
                                                                                                                                                                                         Timeshare
                                                                                                                                                                                         Loans
                                                                                                                                                                                         having
                                                                                                                                                                                         an
                                                                                                                                                                                         aggregate
                                                                                                                                                                                         outstanding
                                                                                                                                                                                         principal
                                                                                                                                                                                         balance
                                                                                                                                                                                         as
                                                                                                                                                                                         of
                                                                                                                                                                                         the
                                                                                                                                                                                         related
                                                                                                                                                                                         Sale
                                                                                                                                                                                         Dates
                                                                                                                                                                                         of
                                                                                                                                                                                         at
                                                                                                                                                                                         least
                                                                                                                                                                                         $7,000,000
                                                                                                                                                                                         by
                                                                                                                                                                                         August
                                                                                                                                                                                         31,
                                                                                                                                                                                         2012
                                                                                                                                                                                         and
                                                                                                                                                                                         (ii)
                                                                                                                                                                                         $100,000
                                                                                                                                                                                         shall
                                                                                                                                                                                         be
                                                                                                                                                                                         due
                                                                                                                                                                                         to
                                                                                                                                                                                         the
                                                                                                                                                                                         Buyer
                                                                                                                                                                                         if
                                                                                                                                                                                         the
                                                                                                                                                                                         Seller
                                                                                                                                                                                         fails
                                                                                                                                                                                         to
                                                                                                                                                                                         sell
                                                                                                                                                                                         to
                                                                                                                                                                                         the
                                                                                                                                                                                         Buyer
                                                                                                                                                                                         Timeshare
                                                                                                                                                                                         Loans
                                                                                                                                                                                         having
                                                                                                                                                                                         an
                                                                                                                                                                                         aggregate
                                                                                                                                                                                         outstanding
                                                                                                                                                                                         principal
                                                                                                                                                                                         balance
                                                                                                                                                                                         as
                                                                                                                                                                                         of
                                                                                                                                                                                         the
                                                                                                                                                                                         related
                                                                                                                                                                                         Sale
                                                                                                                                                                                         Dates
                                                                                                                                                                                         of
                                                                                                                                                                                         at
                                                                                                                                                                                         least
                                                                                                                                                                                         $10,000,000
                                                                                                                                                                                         by
                                                                                                                                                                                         December
                                                                                                                                                                                         31,
                                                                                                                                                                                         2012
                                                                                                                                                                                         (the
                                                                                                                                                                                         "MRA
                                                                                                                                                                                         Underutilization
                                                                                                                                                                                         Fee")
                                                                                                                                                                                         unless
                                                                                                                                                                                         capacity
                                                                                                                                                                                         is
                                                                                                                                                                                         unavailable
                                                                                                                                                                                         under
                                                                                                                                                                                         the
                                                                                                                                                                                         Minimum
                                                                                                                                                                                         Required
                                                                                                                                                                                         Amount.
                                                                                                                                                                                         The
                                                                                                                                                                                         applicable
                                                                                                                                                                                         portion
                                                                                                                                                                                         of
                                                                                                                                                                                         the
                                                                                                                                                                                         MRA
                                                                                                                                                                                         Underutilization
                                                                                                                                                                                         Fee
                                                                                                                                                                                         will
                                                                                                                                                                                         be
                                                                                                                                                                                         payable
                                                                                                                                                                                         within
                                                                                                                                                                                         thirty
                                                                                                                                                                                         (30)
                                                                                                                                                                                         days
                                                                                                                                                                                         of
                                                                                                                                                                                         August
                                                                                                                                                                                         31,
                                                                                                                                                                                         2012
                                                                                                                                                                                         and
                                                                                                                                                                                         December
                                                                                                                                                                                         31,
                                                                                                                                                                                         2012
                                                                                                                                                                                         respectively.
                                                                                                                                                                                         For
                                                                                                                                                                                         the
                                                                                                                                                                                         purposes
                                                                                                                                                                                         of
                                                                                                                                                                                         determining
                                                                                                                                                                                         if
                                                                                                                                                                                         the
                                                                                                                                                                                         MRA
                                                                                                                                                                                         Underutilization
                                                                                                                                                                                         Fee
                                                                                                                                                                                         is
                                                                                                                                                                                         due,
                                                                                                                                                                                         the
                                                                                                                                                                                         Buyer
                                                                                                                                                                                         agrees
                                                                                                                                                                                         to
                                                                                                                                                                                         include
                                                                                                                                                                                         the
                                                                                                                                                                                         aggregate
                                                                                                                                                                                         outstanding
                                                                                                                                                                                         principal
                                                                                                                                                                                         loan
                                                                                                                                                                                         balance
                                                                                                                                                                                         as
                                                                                                                                                                                         of
                                                                                                                                                                                         the
                                                                                                                                                                                         related
                                                                                                                                                                                         Sale
                                                                                                                                                                                         Dates
                                                                                                                                                                                         of
                                                                                                                                                                                         all
                                                                                                                                                                                         timeshare
                                                                                                                                                                                         loans
                                                                                                                                                                                         sold
                                                                                                                                                                                         by
                                                                                                                                                                                         BRFC-Q
                                                                                                                                                                                         2010
                                                                                                                                                                                         LLC
                                                                                                                                                                                         to
                                                                                                                                                                                         the
                                                                                                                                                                                         Buyer
                                                                                                                                                                                         during
                                                                                                                                                                                         the
                                                                                                                                                                                         period
                                                                                                                                                                                         March
                                                                                                                                                                                         1,
                                                                                                                                                                                         2012
                                                                                                                                                                                         through
                                                                                                                                                                                         December
                                                                                                                                                                                         31,
                                                                                                                                                                                         2012.
                                                                                                                                                                                         



 



    	 



    	 



    



		D.	Loan
                                                                                                                                                                                         Purchase
                                                                                                                                                                                         Fee:
                                                                                                                                                                                         the
                                                                                                                                                                                         product
                                                                                                                                                                                         of
                                                                                                                                                                                         (i)
                                                                                                                                                                                         0.50%
                                                                                                                                                                                         and
                                                                                                                                                                                         (ii)
                                                                                                                                                                                         the
                                                                                                                                                                                         outstanding
                                                                                                                                                                                         principal
                                                                                                                                                                                         loan
                                                                                                                                                                                         balance
                                                                                                                                                                                         of
                                                                                                                                                                                         the
                                                                                                                                                                                         related
                                                                                                                                                                                         Sale
                                                                                                                                                                                         Date
                                                                                                                                                                                         Loan
                                                                                                                                                                                         Pool.



 


		E.	Timeshare
                                                                                                                                                                                         Portfolio
                                                                                                                                                                                         Performance
                                                                                                                                                                                         Event
                                                                                                                                                                                         triggers:



 


		a.	Delinquency
                                                                                                                                                                                        Level:
                                                                                                                                                                                        4.00%
                                                                                                                                                                                        during
                                                                                                                                                                                        the
                                                                                                                                                                                        Commitment
                                                                                                                                                                                        Purchase
                                                                                                                                                                                        Period,
                                                                                                                                                                                        subject
                                                                                                                                                                                        to
                                                                                                                                                                                        adjustment
                                                                                                                                                                                        at
                                                                                                                                                                                        any
                                                                                                                                                                                        time
                                                                                                                                                                                        by
                                                                                                                                                                                        the
                                                                                                                                                                                        Buyer.



 


		b.	Default
                                                                                                                                                                                        Level:
                                                                                                                                                                                        2.75%
                                                                                                                                                                                        during
                                                                                                                                                                                        the
                                                                                                                                                                                        Commitment
                                                                                                                                                                                        Purchase
                                                                                                                                                                                        Period,
                                                                                                                                                                                        subject
                                                                                                                                                                                        to
                                                                                                                                                                                        adjustment
                                                                                                                                                                                        at
                                                                                                                                                                                        any
                                                                                                                                                                                        time
                                                                                                                                                                                        by
                                                                                                                                                                                        the
                                                                                                                                                                                        Buyer.



 


		c.	Cumulative
                                                                                                                                                                                        Default
                                                                                                                                                                                        Level:
                                                                                                                                                                                        Table
                                                                                                                                                                                        1
                                                                                                                                                                                        attached
                                                                                                                                                                                        hereto
                                                                                                                                                                                        during
                                                                                                                                                                                        the
                                                                                                                                                                                        Commitment
                                                                                                                                                                                        Purchase
                                                                                                                                                                                        Period,
                                                                                                                                                                                        subject
                                                                                                                                                                                        to
                                                                                                                                                                                        adjustment
                                                                                                                                                                                        at
                                                                                                                                                                                        any
                                                                                                                                                                                        time
                                                                                                                                                                                        by
                                                                                                                                                                                        the
                                                                                                                                                                                        Buyer.
                                                                                                                                                                                        



 


The Buyer reserves the right to modify
the Buyer Purchase Price Percentage, the Program Fee Rate and the Timeshare Portfolio Performance Event triggers, at any time during
or after the Commitment Period for new fundings. Written notice of any change(s) in the Buyer Purchase Price Percentage and/or
the Program Fee Rate and/or the Timeshare Portfolio Performance Event triggers will be provided by the Buyer to the Seller at least
thirty (30) days in advance of the effective date thereof. Should the Buyer decrease the Buyer Purchase Price Percentage and/or
increase the Program Fee Rate and/or decrease the Timeshare Portfolio Performance Event triggers during the Commitment Purchase
Period for a reason other than the occurrence of a Purchase Termination Event or a Timeshare Portfolio Performance Event, the MRA
Underutilization Fee shall be waived; provided, however, any portion of the MRA Underutilization Fee previously paid will not be
refunded. Any change in the Delinquency Level, Default Level and/or Cumulative Default Level will be noted in the Buyer Commitment
Purchase Confirmation or the Buyer Purchase Confirmation, as applicable.


 


This letter is provided pursuant to
the provisions of Section 2.1(b) of the Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed
thereto in the Agreement.


 


QUORUM FEDERAL CREDIT UNION, as Buyer


 


By: /s/                                                                  


Name: Bruno Sementilli


Title: President & CEO


 


Address:  2 Manhattanville
Road


Suite 401


Purchase, NY 10577


Attention:    President/CEO


Telephone:   914-641-3739


Facsimile:  914-641-3777


 


[BBCV Receivables-Q 2010 LLC Signature
on Next Page]



    	 



    	 



    



 


 


ACKNOWLEDGED AND AGREED TO:


 


BBCV Receivables-Q 2010 LLC, as Seller


 


By:/s/                                                               


Name: Anthony M. Puleo


Title: Vice President and Treasurer


 


Address:   4950 Communication Avenue


       Suite
900


       Boca Raton, Florida 33431


Attention: Allan J. Herz


Telephone:   561-912-8210


Facsimile:  561-443-8743


 


 


 


 



    	 



    	 



    



Table I


Cumulative Default


Levels


 


	Month	Cumulative
    Defaults	Month	Cumulative
    Defaults	Month	Cumulative
    Defaults
	1	N/A	41	23.53%	81	33.69%
	2	N/A	42	24.18%	82	33.78%
	3	N/A	43	24.51%	83	33.86%
	4	N/A	44	24.84%	84	33.94%
	5	N/A	45	25.17%	85	34.01%
	6	N/A	46	25.67%	86	34.08%
	7	N/A	47	26.17%	87	34.15%
	8	N/A	48	26.67%	88	34.22%
	9	N/A	49	27.02%	89	34.28%
	10	N/A	50	27.37%	90	34.34%
	11	N/A	51	27.71%	91	34.40%
	12	N/A	52	28.01%	92	34.45%
	13	6.07%	53	28.30%	93	34.50%
	14	6.86%	54	28.60%	94	34.55%
	15	7.65%	55	29.22%	95	34.60%
	16	8.55%	56	29.84%	96	34.65%
	17	9.46%	57	30.46%	97	34.69%
	18	10.36%	58	30.55%	98	34.74%
	19	11.18%	59	30.65%	99	34.78%
	20	12.01%	60	30.74%	100	34.82%
	21	12.83%	61	30.89%	101	34.86%
	22	13.43%	62	31.04%	102	34.89%
	23	14.03%	63	31.19%	103	34.93%
	24	14.64%	64	31.45%	104	34.96%
	25	15.29%	65	31.72%	105	34.99%
	26	15.94%	66	31.98%	106	35.02%
	27	16.59%	67	32.11%	107	35.05%
	28	17.26%	68	32.24%	108	35.08%
	29	17.93%	69	32.37%	109	35.10%
	30	18.60%	70	32.49%	110	35.13%
	31	18.60%	71	32.61%	111	35.15%
	32	18.98%	72	32.73%	112	35.18%
	33	19.55%	73	32.86%	113	35.20%
	34	19.98%	74	32.98%	114	35.22%
	35	20.40%	75	33.10%	115	35.24%
	36	20.82%	76	33.22%	116	35.26%
	37	21.29%	77	33.33%	117	35.28%
	38	21.75%	78	33.43%	118	35.30%
	39	22.22%	79	33.52%	119	35.32%
	40	22.87%	80	33.61%	120	35.33%