Table of Contents


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 
	
 1.

 	
 Definitions
 and Construction

 	
 1

 
	
  

 	
  

 	
 1.1

 	
 Definitions

 	
 1

 
	
  

 	
  

 	
 1.2

 	
 Construction

 	
 18

 
	
  

 	
  

 	
 1.3

 	
 Schedules
 and Exhibits

 	
 18

 
	
  

 	
  

 	
 1.4

 	
 Accounting
 Principles

 	
 18

 
	
 2.

 	
 The
 Receivables Loan

 	
 18

 
	
  

 	
  

 	
 2.1

 	
 Loan Amount

 	
 18

 
	
  

 	
  

 	
 2.2

 	
 Advances

 	
 18

 
	
  

 	
  

 	
 2.3

 	
 Requests for
 Advance

 	
 21

 
	
  

 	
  

 	
 2.4

 	
 Limitation
 on Amount of Advances

 	
 21

 
	
  

 	
  

 	
 2.5

 	
 Supplementary
 Advances

 	
 22

 
	
  

 	
  

 	
 2.6

 	
 Loan Account

 	
 22

 
	
  

 	
  

 	
 2.7

 	
 Receivables
 Loan Notes

 	
 22

 
	
  

 	
  

 	
 2.8

 	
 Amounts in
 Excess of Maximum Receivables Loan Amount

 	
 22

 
	
  

 	
  

 	
 2.9

 	
 Use of
 Proceeds

 	
 22

 
	
  

 	
  

 	
 2.10

 	
 Closing

 	
 23

 
	
  

 	
  

 	
 2.11

 	
 Purposely
 Omitted

 	
 23

 
	
  

 	
  

 	
 2.12

 	
 Allocation
 of Pledged Timeshare Loans Among Lenders

 	
 23

 
	
 3.

 	
 Loan
 Administration

 	
 23

 
	
  

 	
  

 	
 3.1

 	
 Receivables
 Loan Advances

 	
 23

 
	
  

 	
  

 	
 3.2

 	
 Several
 Obligations of Lenders

 	
 23

 
	
  

 	
  

 	
 3.3

 	
 Permitted
 Assumptions by Agent

 	
 23

 
	
 4.

 	
 Interest
 Rate.

 	
 26

 
	
  

 	
  

 	
 4.1

 	
 Primary
 Interest Rate

 	
 26

 
	
  

 	
  

 	
 4.2

 	
 Default Rate

 	
 26

 
	
  

 	
  

 	
 4.3

 	
 Calculation
 of Interest

 	
 26

 
	
  

 	
  

 	
 4.4

 	
 Limitation
 of Interest to Maximum Lawful Rate

 	
 26

 
	
 5.

 	
 Fees

 	
 26

 
	
  

 	
  

 	
 5.1

 	
 Receivables
 Loan Fee

 	
 27

 
	
  

 	
  

 	
 5.2

 	
 Late Charge

 	
 27

 
	
  

 	
  

 	
 5.3

 	
 Non-Utilization
 Fee

 	
 28

 
	
  

 	
  

 	
 5.4

 	
 Change of
 Control Fee

 	
 28

 
	
 6.

 	
 Payments

 	
 28

 
	
  

 	
  

 	
 6.1

 	
 Collections

 	
 28

 
	
  

 	
  

 	
 6.2

 	
 Additional
 Mandatory Payments

 	
 29

 
	
  

 	
  

 	
 6.3

 	
 Minimum
 Payments

 	
 29

 
	
  

 	
  

 	
 6.4

 	
 Final
 Payment Date

 	
 29

 
	
  

 	
  

 	
 6.5

 	
 Reinstatement
 of Obligations

 	
 29

 
	
  

 	
  

 	
 6.6

 	
 Prepayments

 	
 30

 
	
  

 	
  

 	
 6.7

 	
 Change of
 Control Payment

 	
 31

 
	
  

 	
  

 	
 6.8

 	
 Application
 of Payments

 	
 31

 
	
  

 	
  

 	
 6.9

 	
 Indemnity

 	
 31

 
	
  

 	
  

 	
 6.10

 	
 General

 	
 32

 


i






Table of Contents
(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
 7.

 	
 Security;
 Guaranties

 	
 32

 
	
  

 	
  

 	
 7.1

 	
 Security

 	
 32

 
	
  

 	
  

 	
 7.2

 	
 Endorsement
 of Notes; Assignment and Delivery

 	
 33

 
	
  

 	
  

 	
 7.3

 	
 Lockbox
 Agreement

 	
 34

 
	
  

 	
  

 	
 7.4

 	
 Servicing
 Agreement

 	
 35

 
	
  

 	
  

 	
 7.5

 	
 Custodial
 Agreement

 	
 35

 
	
  

 	
  

 	
 7.6

 	
 Notice to
 Purchasers

 	
 35

 
	
  

 	
  

 	
 7.7

 	
 Payments to
 be Forwarded

 	
 36

 
	
  

 	
  

 	
 7.8

 	
 Cancellation
 and Modifications of Notes

 	
 36

 
	
  

 	
  

 	
 7.9

 	
 Permitted
 Contests

 	
 36

 
	
  

 	
  

 	
 7.10

 	
 Cross-Collateralization

 	
 36

 
	
  

 	
  

 	
 7.11

 	
 Release

 	
 37

 
	
 8.

 	
 Representations
 and Warranties

 	
 37

 
	
  

 	
  

 	
 8.1

 	
 Organization;
 Power

 	
 37

 
	
  

 	
  

 	
 8.2

 	
 Licenses

 	
 38

 
	
  

 	
  

 	
 8.3

 	
 Transaction
 is Legal and Enforceable

 	
 38

 
	
  

 	
  

 	
 8.4

 	
 Due
 Authorization; No Legal Restrictions

 	
 38

 
	
  

 	
  

 	
 8.5

 	
 No Breach or
 Default of Other Agreements; Compliance with Other Agreements

 	
 38

 
	
  

 	
  

 	
 8.6

 	
 Litigation

 	
 39

 
	
  

 	
  

 	
 8.7

 	
 Taxes

 	
 39

 
	
  

 	
  

 	
 8.8

 	
 Insurance

 	
 39

 
	
  

 	
  

 	
 8.9

 	
 Consents

 	
 40

 
	
  

 	
  

 	
 8.10

 	
 No Violation
 of Law

 	
 40

 
	
  

 	
  

 	
 8.11

 	
 Financial
 Statements

 	
 40

 
	
  

 	
  

 	
 8.12

 	
 No Material
 Adverse Change in Financial Condition

 	
 40

 
	
  

 	
  

 	
 8.13

 	
 Title to
 Collateral

 	
 40

 
	
  

 	
  

 	
 8.14

 	
 Names,
 Addresses and States of Formation

 	
 41

 
	
  

 	
  

 	
 8.15

 	
 Current
 Compliance

 	
 41

 
	
  

 	
  

 	
 8.16

 	
 Pension
 Plans

 	
 41

 
	
  

 	
  

 	
 8.17

 	
 Use of
 Proceeds/Margin Stock/Governmental Regulations

 	
 41

 
	
  

 	
  

 	
 8.18

 	
 Solvency

 	
 42

 
	
  

 	
  

 	
 8.19

 	
 Insurance

 	
 42

 
	
  

 	
  

 	
 8.20

 	
 Tax Identification
 Number

 	
 42

 
	
  

 	
  

 	
 8.21

 	
 Purposely
 Omitted

 	
 42

 
	
  

 	
  

 	
 8.22

 	
 Restrictive
 Contracts

 	
 42

 
	
  

 	
  

 	
 8.23

 	
 Closing Date
 Indebtedness

 	
 42

 
	
  

 	
  

 	
 8.24

 	
 Completeness
 of Representations

 	
 42

 
	
 9.

 	
 Representations,
 Warranties and Covenants With Respect to the Project

 	
 43

 
	
  

 	
  

 	
 9.1

 	
 Access, Utilities
 and Parking

 	
 43

 
	
  

 	
  

 	
 9.2

 	
 Compliance

 	
 43

 
	
  

 	
  

 	
 9.3

 	
 Declarations

 	
 43

 
	
  

 	
  

 	
 9.4

 	
 Zoning Laws,
 Building Codes, Etc.

 	
 43

 
	
  

 	
  

 	
 9.5

 	
 Unit Ready
 for Use

 	
 44

 
	
  

 	
  

 	
 9.6

 	
 Property
 Taxes and Fees

 	
 44

 


ii






Table of Contents
(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 9.7

 	
 No Defaults

 	
 44

 
	
  

 	
  

 	
 9.8

 	
 Timeshare
 Approvals

 	
 44

 
	
  

 	
  

 	
 9.9

 	
 Sale of
 Timeshare Interests

 	
 44

 
	
  

 	
  

 	
 9.10

 	
 Brokers

 	
 45

 
	
  

 	
  

 	
 9.11

 	
 Tangible
 Property; Non-Disturbance Agreements

 	
 45

 
	
  

 	
  

 	
 9.12

 	
 Condition of
 Project

 	
 45

 
	
  

 	
  

 	
 9.13

 	
 Assessments

 	
 45

 
	
  

 	
  

 	
 9.14

 	
 Developer
 Subsidy

 	
 46

 
	
  

 	
  

 	
 9.15

 	
 Project
 Documents

 	
 46

 
	
  

 	
  

 	
 9.16

 	
 Common Areas
 and Amenities

 	
 46

 
	
  

 	
  

 	
 9.17

 	
 Trust
 Agreement

 	
 46

 
	
 10.

 	
 Representations,
 Warranties and Covenants with Respect to the Timeshare Loans

 	
 46

 
	
  

 	
  

 	
 10.1

 	
 No Defaults

 	
 46

 
	
  

 	
  

 	
 10.2

 	
 Validity

 	
 47

 
	
  

 	
  

 	
 10.3

 	
 Competency

 	
 47

 
	
  

 	
  

 	
 10.4

 	
 Defenses;
 Rescission

 	
 47

 
	
  

 	
  

 	
 10.5

 	
 Legal
 Requirements

 	
 47

 
	
  

 	
  

 	
 10.6

 	
 Payments

 	
 47

 
	
  

 	
  

 	
 10.7

 	
 Payments by
 Borrower

 	
 48

 
	
  

 	
  

 	
 10.8

 	
 Title; Title
 Insurance

 	
 48

 
	
  

 	
  

 	
 10.9

 	
 Right to
 Convey

 	
 48

 
	
  

 	
  

 	
 10.10

 	
 Bankruptcy;
 Litigation

 	
 48

 
	
  

 	
  

 	
 10.11

 	
 Authorization

 	
 48

 
	
  

 	
  

 	
 10.12

 	
 Representations

 	
 48

 
	
  

 	
  

 	
 10.13

 	
 Notice of
 Assignment

 	
 48

 
	
  

 	
  

 	
 10.14

 	
 Marketability

 	
 48

 
	
  

 	
  

 	
 10.15

 	
 Recording of
 Mortgages

 	
 48

 
	
  

 	
  

 	
 10.16

 	
 Recording of
 Deed

 	
 49

 
	
  

 	
  

 	
 10.17

 	
 Amendment

 	
 49

 
	
  

 	
  

 	
 10.18

 	
 Assignment;
 No Liens

 	
 49

 
	
  

 	
  

 	
 10.19

 	
 Loan File

 	
 49

 
	
  

 	
  

 	
 10.20

 	
 Public
 Reports

 	
 49

 
	
  

 	
  

 	
 10.21

 	
 Credit

 	
 49

 
	
  

 	
  

 	
 10.22

 	
 Qualified
 Timeshare Loans

 	
 49

 
	
  

 	
  

 	
 10.23

 	
 Enforceability

 	
 49

 
	
  

 	
  

 	
 10.24

 	
 No
 Impairment

 	
 50

 
	
  

 	
  

 	
 10.25

 	
 No Defaults

 	
 50

 
	
  

 	
  

 	
 10.26

 	
 Assumption

 	
 50

 
	
  

 	
  

 	
 10.27

 	
 Executory
 Obligations

 	
 50

 
	
  

 	
  

 	
 10.28

 	
 Fulfillment
 of Obligations to Purchasers

 	
 50

 
	
 11.

 	
 Consumer
 Documents

 	
 50 

 
	
 12.

 	
 Payment or
 Replacement of Timeshare Loans

 	
 51

 
	
  

 	
  

 	
 12.1

 	
 Delinquent
 Loans

 	
 51

 
	
  

 	
  

 	
 12.2

 	
 Replacement

 	
 51

 


iii






Table of Contents
(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 12.3

 	
 Documents

 	
 51

 
	
  

 	
  

 	
 12.4

 	
 Application
 of Representations and Warranties to Replacement Timeshare Loans

 	
 52

 
	
 13.

 	
 Reassignment
 of Timeshare Loans by Agent; Collection Proceedings; Etc.

 	
 52

 
	
  

 	
  

 	
 13.1

 	
 Collection
 Proceedings

 	
 52

 
	
  

 	
  

 	
 13.2

 	
 Reassignments

 	
 52

 
	
 14.

 	
 General
 Affirmative Covenants

 	
 53

 
	
  

 	
  

 	
 14.1

 	
 Payment of
 Taxes and Claims

 	
 53

 
	
  

 	
  

 	
 14.2

 	
 Maintenance
 of Property

 	
 53

 
	
  

 	
  

 	
 14.3

 	
 Insurance

 	
 54

 
	
  

 	
  

 	
 14.4

 	
 Existence
 and Rights

 	
 54

 
	
  

 	
  

 	
 14.5

 	
 Failure to
 Pay Taxes, Insurance, Etc.

 	
 54

 
	
  

 	
  

 	
 14.6

 	
 Books and
 Records

 	
 54

 
	
  

 	
  

 	
 14.7

 	
 Inspections

 	
 55

 
	
  

 	
  

 	
 14.8

 	
 Regulatory
 Approvals

 	
 55

 
	
  

 	
  

 	
 14.9

 	
 Compliance
 With Laws, Etc.

 	
 55

 
	
  

 	
  

 	
 14.10

 	
 Management
 of Borrower

 	
 56

 
	
  

 	
  

 	
 14.11

 	
 Loan Files

 	
 56

 
	
  

 	
  

 	
 14.12

 	
 Management
 Agreements

 	
 56

 
	
  

 	
  

 	
 14.13

 	
 Lockbox
 Agreement

 	
 56

 
	
  

 	
  

 	
 14.14

 	
 Servicing
 Agreement

 	
 56

 
	
  

 	
  

 	
 14.15

 	
 Project
 Documents

 	
 56

 
	
  

 	
  

 	
 14.16

 	
 Assessments

 	
 56

 
	
  

 	
  

 	
 14.17

 	
 Maintenance
 of Larger Tract

 	
 56

 
	
  

 	
  

 	
 14.18

 	
 Accuracy of
 Representations and Warranties

 	
 57

 
	
  

 	
  

 	
 14.19

 	
 Additional
 Documents and Future Actions

 	
 57

 
	
  

 	
  

 	
 14.20

 	
 Inventory
 Controls

 	
 57

 
	
  

 	
  

 	
 14.21

 	
 Trust
 Agreement

 	
 57

 
	
 15.

 	
 Negative
 Covenants

 	
 57

 
	
  

 	
  

 	
 15.1

 	
 Organization

 	
 57

 
	
  

 	
  

 	
 15.2

 	
 No Transfers

 	
 57

 
	
  

 	
  

 	
 15.3

 	
 Other
 Business

 	
 57

 
	
  

 	
  

 	
 15.4

 	
 Affiliate
 Transactions

 	
 58

 
	
  

 	
  

 	
 15.5

 	
 No Lien on
 Collateral or Reservation System

 	
 58

 
	
  

 	
  

 	
 15.6

 	
 Proxies

 	
 58

 
	
  

 	
  

 	
 15.7

 	
 Restrictive
 Covenants

 	
 58

 
	
  

 	
  

 	
 15.8

 	
 Chief
 Executive Office

 	
 58

 
	
  

 	
  

 	
 15.9

 	
 Marketing/Sales

 	
 59

 
	
  

 	
  

 	
 15.10

 	
 Amenities

 	
 59

 
	
  

 	
  

 	
 15.11

 	
 Trust
 Agreement

 	
 59

 
	
  

 	
  

 	
 15.12

 	
 Demand
 Balancing Standard

 	
 59

 
	
 16.

 	
 Financial
 Covenants

 	
 59

 
	
  

 	
  

 	
 16.1

 	
 Minimum
 Tangible Net Worth

 	
 59

 
	
  

 	
  

 	
 16.2

 	
 Leverage
 Ratio

 	
 59

 
	
  

 	
  

 	
 16.3

 	
 Deposit
 Relationship

 	
 59

 


iv






Table of Contents
(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
 17.

 	
 Financial
 Statements and Reporting Requirements

 	
 59

 
	
  

 	
  

 	
 17.1

 	
 Monthly
 Reports

 	
 59

 
	
  

 	
  

 	
 17.2

 	
 Annual
 Financial Statements

 	
 60

 
	
  

 	
  

 	
 17.3

 	
 Annual
 Association Financial Statements

 	
 60

 
	
  

 	
  

 	
 17.4

 	
 Quarterly
 Financial Statements

 	
 61

 
	
  

 	
  

 	
 17.5

 	
 SEC Filings

 	
 61

 
	
  

 	
  

 	
 17.6

 	
 Confirmation
 of Compliance

 	
 61

 
	
  

 	
  

 	
 17.7

 	
 Audit
 Reports

 	
 61

 
	
  

 	
  

 	
 17.8

 	
 State Audits

 	
 62

 
	
  

 	
  

 	
 17.9

 	
 Budgets

 	
 62

 
	
  

 	
  

 	
 17.10

 	
 Notices

 	
 62

 
	
  

 	
  

 	
 17.11

 	
 Other Debt

 	
 62

 
	
  

 	
  

 	
 17.12

 	
 Sales and
 Marketing Materials

 	
 62

 
	
  

 	
  

 	
 17.13

 	
 Schedule of
 Purchasers

 	
 62

 
	
  

 	
  

 	
 17.14

 	
 Purposely
 Omitted

 	
 62

 
	
  

 	
  

 	
 17.15

 	
 Other
 Information

 	
 62

 
	
 18.

 	
 Purposely
 Omitted

 	
 62

 
	
 19.

 	
 Purposely
 Omitted

 	
 62

 
	
 20.

 	
 Conditions
 of and Documents to be Delivered at the Closing

 	
 62

 
	
  

 	
  

 	
 20.1

 	
 Loan
 Documents

 	
 63

 
	
  

 	
  

 	
 20.2

 	
 Opinions of
 Counsel

 	
 63

 
	
  

 	
  

 	
 20.3

 	
 Project
 Documents

 	
 63

 
	
  

 	
  

 	
 20.4

 	
 Association
 Documents

 	
 63

 
	
  

 	
  

 	
 20.5

 	
 Borrower’s
 Documents

 	
 63

 
	
  

 	
  

 	
 20.6

 	
 Good
 Standing Certificates

 	
 63

 
	
  

 	
  

 	
 20.7

 	
 Insurance

 	
 63

 
	
  

 	
  

 	
 20.8

 	
 Flood
 Insurance

 	
 63

 
	
  

 	
  

 	
 20.9

 	
 Timeshare
 Approvals

 	
 63

 
	
  

 	
  

 	
 20.10

 	
 Authorizing
 Resolutions

 	
 63

 
	
  

 	
  

 	
 20.11

 	
 UCC-1
 Financing Statements

 	
 64

 
	
  

 	
  

 	
 20.12

 	
 Environmental
 Matters

 	
 64

 
	
  

 	
  

 	
 20.13

 	
 UCC-1 Search
 Report

 	
 64

 
	
  

 	
  

 	
 20.14

 	
 Releases

 	
 64

 
	
  

 	
  

 	
 20.15

 	
 Closing
 Certificates

 	
 64

 
	
  

 	
  

 	
 20.16

 	
 Compliance

 	
 64

 
	
  

 	
  

 	
 20.17

 	
 Survey

 	
 64

 
	
  

 	
  

 	
 20.18

 	
 Title
 Report/Commitment

 	
 65

 
	
  

 	
  

 	
 20.19

 	
 Taxes and
 Assessments

 	
 65

 
	
  

 	
  

 	
 20.20

 	
 Preclosing
 Inspections

 	
 65

 
	
  

 	
  

 	
 20.21

 	
 Expenses

 	
 65

 
	
  

 	
  

 	
 20.22

 	
 Permits and
 Approvals

 	
 65

 
	
  

 	
  

 	
 20.23

 	
 Lockbox
 Agreement

 	
 65

 
	
  

 	
  

 	
 20.24

 	
 Servicing
 Agreement

 	
 65

 
	
  

 	
  

 	
 20.25

 	
 Compliance
 with Planning, Land Use and Zoning Stipulations

 	
 65

 


v






Table of Contents
(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 20.26

 	
 Litigation
 Search

 	
 65

 
	
  

 	
  

 	
 20.27

 	
 Trust
 Agreement

 	
 66

 
	
  

 	
  

 	
 20.28

 	
 Other

 	
 66

 
	
 21.

 	
 Conditions
 of and Documents to be Delivered Prior to Initial Receivables Loan Advance

 	
 66

 
	
  

 	
  

 	
 21.1

 	
 Loan
 Documents

 	
 66

 
	
  

 	
  

 	
 21.2 

 	
 Other

 	
 66

 
	
 22.

 	
 Conditions
 of and Documents to be Delivered Prior to Funding And in Connection With Each
 Receivables Loan Advance

 	
 66

 
	
  

 	
  

 	
 22.1

 	
 Representations;
 No Defaults

 	
 66

 
	
  

 	
  

 	
 22.2

 	
 Request for
 Receivables Loan Advance

 	
 67

 
	
  

 	
  

 	
 22.3

 	
 Approval of
 Credit

 	
 67

 
	
  

 	
  

 	
 22.4

 	
 Original
 Notes, Mortgages and Other Documents

 	
 67

 
	
  

 	
  

 	
 22.5

 	
 Original
 Assignments

 	
 67

 
	
  

 	
  

 	
 22.6

 	
 Title
 Insurance

 	
 67

 
	
  

 	
  

 	
 22.7

 	
 Documents
 Received and Recorded

 	
 67

 
	
  

 	
  

 	
 22.8

 	
 Subsequent
 Legal Opinions

 	
 68

 
	
  

 	
  

 	
 22.9

 	
 Advances Do
 Not Constitute a Waiver

 	
 68

 
	
  

 	
  

 	
 22.10

 	
 No
 Obligation to Fund After Filed Liens

 	
 68

 
	
  

 	
  

 	
 22.11

 	
 Other

 	
 68

 
	
 23.

 	
 Post
 Receivables Loan Advance Obligations

 	
 68

 
	
  

 	
  

 	
 23.1

 	
 Confirmation
 of Recording

 	
 68

 
	
  

 	
  

 	
 23.2

 	
 Title Policy

 	
 69

 
	
 24.

 	
 Conditions
 to Agent’s and Lenders’ Obligations to Advance Receivables Loan Proceeds
 Related to Sales of Timeshare Interests in Projects Added to the Primary
 Projects

 	
 69

 
	
  

 	
  

 	
 24.1

 	
 General

 	
 69

 
	
  

 	
  

 	
 24.2

 	
 Inspection

 	
 69

 
	
  

 	
  

 	
 24.3

 	
 Insurance

 	
 69

 
	
  

 	
  

 	
 24.4

 	
 Environmental
 Matters

 	
 69

 
	
  

 	
  

 	
 24.5

 	
 Zoning,
 Access, Parking and Utilities

 	
 70

 
	
  

 	
  

 	
 24.6

 	
 Flood Zone

 	
 70

 
	
  

 	
  

 	
 24.7

 	
 Project
 Documents

 	
 70

 
	
  

 	
  

 	
 24.8

 	
 Quiet
 Enjoyment Rights

 	
 70

 
	
  

 	
  

 	
 24.9

 	
 Opinions

 	
 70

 
	
  

 	
  

 	
 24.10

 	
 Other

 	
 70

 
	
  

 	
  

 	
 24.11

 	
 Approval of
 Projects to be Added to the Primary Projects

 	
 70

 
	
 25.

 	
 Default;
 Remedies

 	
 71

 
	
  

 	
  

 	
 25.1

 	
 Events of Default

 	
 71

 
	
  

 	
  

 	
 25.2

 	
 Remedies

 	
 73

 
	
  

 	
  

 	
 25.3

 	
 Sale or
 Other Disposition of Collateral

 	
 74

 
	
  

 	
  

 	
 25.4

 	
 Application
 of Proceeds

 	
 75

 
	
  

 	
  

 	
 25.5

 	
 Actions with
 Respect to Timeshare Loans

 	
 76

 
	
  

 	
  

 	
 25.6

 	
 Retention of
 Collateral

 	
 77

 
	
  

 	
  

 	
 25.7

 	
 Performance
 by Agent and Lenders

 	
 77

 
	
  

 	
  

 	
 25.8

 	
 No Liability
 of Agent or any Lender

 	
 77

 


vi






Table of Contents
(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 25.9

 	
 Right to
 Defend Action Affecting Collateral

 	
 77

 
	
  

 	
  

 	
 25.10

 	
 Delegation
 of Duties and Rights

 	
 78

 
	
  

 	
  

 	
 25.11

 	
 Condemnation
 or Litigation

 	
 78

 
	
  

 	
  

 	
 25.12

 	
 Set-Off

 	
 78

 
	
  

 	
  

 	
 25.13

 	
 Waiver of
 Right of First Refusal

 	
 78

 
	
 26.

 	
 Regarding
 Agent

 	
 78

 
	
  

 	
  

 	
 26.1

 	
 Appointment

 	
 78

 
	
  

 	
  

 	
 26.2

 	
 Nature of
 Duties

 	
 79

 
	
  

 	
  

 	
 26.3

 	
 Lack of
 Reliance on Agent and Resignation

 	
 79

 
	
  

 	
  

 	
 26.4

 	
 Certain
 Rights of Agent

 	
 80

 
	
  

 	
  

 	
 26.5

 	
 Reliance

 	
 80

 
	
  

 	
  

 	
 26.6

 	
 Purposely
 Omitted

 	
 80

 
	
  

 	
  

 	
 26.7

 	
 Agent in its
 Individual Capacity

 	
 80

 
	
  

 	
  

 	
 26.8

 	
 Borrower’s
 Undertaking to Agent

 	
 80

 
	
  

 	
  

 	
 26.9

 	
 Allocation
 of Payments and Collateral

 	
 81

 
	
  

 	
  

 	
 26.10

 	
 Agency
 Agreement

 	
 81

 
	
 27.

 	
 Sale And
 Assignment

 	
 81

 
	
  

 	
  

 	
 27.1

 	
 Successors
 and Assigns; Participations; New Lenders

 	
 81

 
	
  

 	
  

 	
 27.2

 	
 Pledge of
 Commitment Amount

 	
 82

 
	
 28.

 	
 Amendments
 to Agreement

 	
 83

 
	
 29.

 	
 Miscellaneous

 	
 84

 
	
  

 	
  

 	
 29.1

 	
 Notices

 	
 84

 
	
  

 	
  

 	
 29.2

 	
 Borrower’s
 Representative

 	
 85

 
	
  

 	
  

 	
 29.3

 	
 Binding
 Effect; Assignment

 	
 85

 
	
  

 	
  

 	
 29.4

 	
 No Waiver

 	
 86

 
	
  

 	
  

 	
 29.5

 	
 Remedies
 Cumulative

 	
 86

 
	
  

 	
  

 	
 29.6

 	
 Costs, Fees
 and Expenses

 	
 86

 
	
  

 	
  

 	
 29.7

 	
 No Other
 Agreements

 	
 88

 
	
  

 	
  

 	
 29.8

 	
 Amendments

 	
 88

 
	
  

 	
  

 	
 29.9

 	
 Survival of
 Covenants, Agreements, Representations and Warranties

 	
 88

 
	
  

 	
  

 	
 29.10

 	
 Governing
 Law

 	
 89

 
	
  

 	
  

 	
 29.11

 	
 Limitation
 of Liability

 	
 89

 
	
  

 	
  

 	
 29.12

 	
 Submission
 to Jurisdiction

 	
 89

 
	
  

 	
  

 	
 29.13

 	
 Service of
 Process

 	
 89

 
	
  

 	
  

 	
 29.14

 	
 Use of Name

 	
 90

 
	
  

 	
  

 	
 29.15

 	
 Headings;
 References to “Exhibits” or to “Sections”

 	
 90

 
	
  

 	
  

 	
 29.16

 	
 Partial
 Invalidity

 	
 90

 
	
  

 	
  

 	
 29.17

 	
 Waiver in
 Legal Actions

 	
 90

 
	
  

 	
  

 	
 29.18

 	
 Sale;
 Participations; Delegations of Duties

 	
 91

 
	
  

 	
  

 	
 29.19

 	
 Indemnification

 	
 91

 
	
  

 	
  

 	
 29.20

 	
 Brokers;
 Payment of Commissions

 	
 92

 
	
  

 	
  

 	
 29.21

 	
 Counterparts;
 Electronic Signatures

 	
 92

 
	
  

 	
  

 	
 29.22

 	
 Consents,
 Approvals and Discretion

 	
 92

 
	
  

 	
  

 	
 29.23

 	
 Control of
 Association

 	
 93

 


vii






Table of Contents
(continued)


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
 Page

 
	
  

 	
  

 	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 29.24

 	
 No Joint
 Venture

 	
 93

 
	
  

 	
  

 	
 29.25

 	
 All Powers
 Coupled With Interest

 	
 93

 
	
  

 	
  

 	
 29.26

 	
 Time of the
 Essence

 	
 93

 
	
  

 	
  

 	
 29.27

 	
 No Third
 Party Beneficiaries

 	
 93

 
	
  

 	
  

 	
 29.28

 	
 Directly or
 Indirectly

 	
 93

 
	
  

 	
  

 	
 29.29

 	
 Dealing With
 Multiple Borrowers

 	
 93

 
	
  

 	
  

 	
 29.30

 	
 Limitation
 on Damages

 	
 94

 
	
  

 	
  

 	
 29.31

 	
 Confidentiality

 	
 94

 
	
  

 	
  

 	
 29.32

 	
 Commercial
 Transaction

 	
 94

 
	
  

 	
  

 	
 29.33

 	
 Waiver of
 Right to Trial by Jury

 	
 94

 
	
  

 	
  

 	
 29.34

 	
 Delegation
 of Duties and Rights

 	
 95

 
	
  

 	
  

 	
 29.35

 	
 USA Patriot
 Act Notice

 	
 95

 


viii






RECEIVABLES LOAN AGREEMENT


By and Among


THE
FINANCIAL INSTITUTIONS REFERRED TO ON 

THE SIGNATURE PAGES AS THE LENDERS,


LIBERTY BANK, AS THE

ADMINISTRATIVE AND COLLATERAL AGENT


and


BLUEGREEN CORPORATION 


Dated: February 11, 2011












Final Execution Version


RECEIVABLES LOAN AGREEMENT


          THIS
RECEIVABLES LOAN AGREEMENT (this “Agreement”) is made effective as of February 11, 2011 by and among BLUEGREEN
CORPORATION, a Massachusetts corporation (“Borrower”);
each of the financial institutions identified under the caption “Lenders”
on the signature pages of this Agreement or which, pursuant to Section
27.1 shall become a “Lender” (individually, a “Lender”
and collectively, the “Lenders”); and LIBERTY BANK, a Connecticut non-stock mutual savings bank, as
administrative and collateral agent for Lenders (in such capacity, together
with its successors and assigns in such capacity, “Agent”).


          NOW,
THEREFORE, intending to be legally bound hereby, the
parties agree as follows:


                    1.           Definitions
and Construction.


                                  1.1          Definitions.
When used in this Agreement, the following terms shall have the following
meanings (such meanings to be applicable equally both to the singular and
plural terms defined):


                    Advance
means an advance of the proceeds of the Receivables Loan by Agent or any Lender
to or on behalf of Borrower in accordance with the terms of this Agreement.


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


                    Agency
Agreement means that certain Agency Agreement among Agent and
Lenders dated as of the Closing Date.


                    Agent
means Liberty Bank, a Connecticut non-stock mutual savings bank, solely in its
capacity as administrative and collateral agent for Lenders and shall include
any successor or assign in such capacity.






                    Amenities
means the recreational, access and utility facilities to be included as
part of or to benefit a Project, as such amenities may be further
described in the applicable Declaration and/or Public Report for such Project.


                    Applicable
Usury Law means the usury law applicable pursuant
to the terms of Section 29.10
or such other usury law which is applicable if the law chosen by the parties is
not applicable.


                    Assessments
means the maintenance assessments and special assessments made against each
Timeshare Interest and the Owner thereof pursuant to the provisions of the
Declaration for the applicable Project.


                    Assignment
shall have the meaning set forth in Section 7.2.


                    Association
means each non-profit corporation or entity or cooperative association under
applicable state or other law which is responsible for the management and
maintenance of a Project pursuant to the terms of a related Declaration and/or
other applicable Governing Documents.


                    Back-Up
Servicing Agreement shall have the meaning set
forth in Section 7.4.


                    Bluegreen
Owner Agreement shall have the meaning set forth
in the Trust Agreement.


                    Borrower
means Bluegreen Corporation, a Massachusetts corporation, its successors
and assigns. 


                    Business
Day means every day on which Agent’s and
Borrower’s offices in the states of Connecticut and Florida, respectively, are
open to the public for carrying on substantially all its business functions.


                    Change
of Control means the occurrence of any of the
following events: (a) a change in ownership or control of Borrower effected
through a transaction or series of transactions whereby any Person or group of
Persons who are Affiliates directly or indirectly acquires beneficial ownership
(within the meaning of Rule 13d-3 under the Securities and Exchange Act of
1934) of securities of Borrower possessing more than fifty percent (50%) of the
total combined voting power of Borrower’s securities outstanding immediately
after such acquisition, whether by means of a sale, merger, consolidation or
otherwise or (b) any direct or indirect acquisition or purchase of over fifty
percent (50%) in fair market value of the consolidated assets of Borrower and
its Affiliates other than through the ordinary course of business of Borrower
and its Affiliates; provided, however, that a Change of Control
shall not be deemed to occur upon (x) a change in ownership or control of
Borrower effected through a transaction or series of transactions whereby
BankAtlantic Bancorp, Inc., BFC Financial Corp., Woodbridge Holdings
Corporation directly or indirectly acquires beneficial ownership (within the
meaning of Rule 13d-3 of the Securities and Exchange Act of 1934) of securities
of Borrower possessing more than fifty percent (50%) of the total combined
voting power of Borrower’s securities outstanding immediately after such
acquisition, whether by means of a sale, merger, consolidation or otherwise, or
(y) any direct or indirect acquisition or purchase of over fifty


2






percent (50%) in fair market value of the consolidated assets of
Borrower and its Affiliates by BankAtlantic Bancorp, Inc., BFC Financial Corp.,
Woodbridge Holdings Corporation.


                    Change
of Control Fee has the meaning set forth in Section
5.4.


                    Closing means
the closing of the transactions contemplated under this Agreement on the
Closing Date.


                    Closing
Date means the effective date of this Agreement,
which is as of February 11, 2011.


                    Closing
Date Indebtedness has the meaning set forth in Section
8.23.


                    Collateral
has the meaning set forth in Section 7.1.


                    Commitment
Amount means the amount each Lender has agreed to advance
under the Receivables Loan, as set forth on the signature pages to this
Agreement and any Commitment Transfer Supplement, as such amounts may be amended
from time to time.


                    Commitment
Transfer Supplement has the meaning set forth in Section 27.1(c).


                    Condominium
Act means the applicable state statute in the
state in which a Project is located which governs the creation and regulation
of condominiums in such state, as it may be amended.


                    Concord
shall have the meaning set forth in Section 7.4.


                    Consumer
Documents means the following documents used by
Borrower in connection with the credit sale of Timeshare Interests:


	
  

 	
  

 	
  

 
	
  

 	
  (a)

 	
 Credit Application;

 
	
  

 	
  

 	
  

 
	
  

 	
  (b)

 	
 Evidence of FICO Score (to the extent required under Section
 22.3 );

 
	
  

 	
  

 	
  

 
	
  

 	
  (c)

 	
 Purchase Agreement (with Right of Rescission Notice);

 
	
  

 	
  

 	
  

 
	
  

 	
  (d)

 	
 Deed;

 
	
  

 	
  

 	
  

 
	
  

 	
  (e)

 	
 Mortgage;

 
	
  

 	
  

 	
  

 
	
  

 	
  (f)

 	
 Note;

 
	
  

 	
  

 	
  

 
	
  

 	
  (g)

 	
 Disclosure Statement;

 
	
  

 	
  

 	
  

 
	
  

 	
  (h)

 	
 Owner Confirmation Interview (Acknowledgment of Representations);

 
	
  

 	
  

 	
  

 
	
  

 	
  (i)

 	
 Receipt for Timeshare Documents;

 
	
  

 	
  

 	
  

 
	
  

 	
  (j)

 	
 Mortgage Service Disclosure Statement;

 


3









	
  

 	
  

 	
  

 
	
  

 	
  (k)

 	
 Settlement Statement (HUD-1);

 
	
  

 	
  

 	
  

 
	
  

 	
  (l)

 	
 Good Faith Estimate of Settlement Charges;

 
	
  

 	
  

 	
  

 
	
  

 	
  (m)

 	
 Privacy Act Notice; and

 
	
  

 	
  

 	
  

 
	
  

 	
  (n)

 	
 Certificate of Purchase of Owner Beneficiary Rights.

 


                    A
sample form of each of the Consumer Documents from the jurisdictions
representative of each Primary Project is attached hereto as part of Exhibit A.


                    Custodial
Agreement shall have the meaning set forth in Section
7.5.


                    Custodian
shall have the meaning set forth in Section 7.5.


                    Debt
means, 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
as lessee under leases which have been, in accordance with GAAP, recorded as
capital leases;


                    (d)          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;


                    (e)          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);


                    (f)          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) through (e) above; and


                    (g)          liabilities
in respect to unfunded vested benefits under plans covered by Title IV of
ERISA.


          Notwithstanding
the foregoing, with respect to Borrower, the term “Debt” shall exclude recorded
liabilities for non-recourse sales of timeshare notes receivable and such Debt,
if any, as may be subordinated pursuant to the terms of this Agreement or the
other Loan Documents.


                    Debtor
Relief Laws means all 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.


4






                    Declarations
means, with respect to each Project, the condominium declaration or similar
instrument related thereto pursuant to which such Project is encumbered and the
property regime established thereat is created as all of the foregoing may be
lawfully amended or supplemented from time to time.


                    Deed
means the writing evidencing title in the Trustee on behalf of the Owner
Beneficiaries referred to in, and subject to the other provisions of, the Trust
Agreement, with respect to Timeshare Interests relating to Timeshare Loans.


                    Defaulting
Lender shall have the meaning set forth in Section
3.3(c).


                    Default
Rate has the meaning set forth in Section
4.2.


                    Delinquent
Loan means any Timeshare Loan (a) with respect to
which any payment is, at any time, more than fifty-nine (59) days past due
(computed without reference to any notice or grace period) or (b) which does
not meet the criteria of a Qualified Timeshare Loan.


                    Demand
Balancing Standard has the meaning ascribed to it
in the Trust Agreement.


                    Disclosure
Statement means the truth-in-lending disclosures
given by Borrower or its Affiliates to a Purchaser in connection with the
credit purchase of one or more Timeshare Interests.


                    Division
means the applicable state regulatory agency, department or division in the state
in which a Project is located, which has the power and authority to regulate
timeshare projects in such state.


                    Eligible
Transferee means (a) a commercial bank organized
under the laws of the United States, or any state thereof, (b) a commercial
bank organized under the laws of any other country which is a member of the
Organization for Economic Co-operation and Development or a political
subdivision of any such country, (c) a finance company, insurance or other
financial institution, or fund that is engaged in making, purchasing, or
otherwise investing in commercial loans in the ordinary course of its business,
(d) any Affiliate (other than individuals) of an existing Lender, and (e) any
other Person approved by Agent and Borrower.


                    Environmental
Agreement means that certain Environmental
Agreement of even date herewith between Borrower and Agent as amended,
restated, extended or supplemented from time to time, and any new Environmental
Agreement executed in its place.


                    ERISA
has the meaning set forth in Section 8.16.


                    ERISA
Affiliates has the meaning set forth in Section
8.16.


                    Event
of Default means any Event of Default described in
Section 25.1.


5






                    Existing
Lenders means Liberty Bank and certain other financial institutions which
have purchased participation interests from Liberty Bank relating to the
Existing Loan.


                    Existing
Loan means the $75,000,000 Receivables Loan, as such
loan is further described in the Existing Loan Agreement.


                    Existing
Loan Agreement means that certain Receivables Loan Agreement
dated as of August 27, 2008 by and between Liberty Bank and Borrower, as
amended by (i) that certain First Amendment to Receivables Loan Agreement dated
as of July 29, 2009 by and between Liberty Bank and Borrower, (ii) that certain
Second Amendment to Receivables Loan Agreement dated as of September 27, 2010
by and between Liberty Bank and Borrower and (iii) that certain Third Amendment
to Receivables Loan Agreement dated of even date herewith by and between
Liberty Bank and Borrower, and as the same may hereafter be amended,
restated, modified or supplemented from time to time.


                    Existing
Loan Documents means the Existing Loan Agreement
and such other loan documents executed in connection therewith or given as
security therefor.


                    FICO
Score means a credit risk score known as a “FICO® Score”
and determined by the Fair Isaac Company system implemented by Experian or a successor acceptable to Agent, in its
reasonable discretion, for a consumer borrower through the analysis of
individual credit files. In the event that such credit risk scoring program
ceases to exist, Agent and Borrower may select a successor credit risk scoring
program as mutually agreed.


                    In
the event that a Purchaser consists of more than one (1) individual (e.g.
husband and wife) (a “Purchaser Group”),
the FICO Score for a Purchaser shall be based on the highest FICO Score for all
individuals who have a FICO Score in such Purchaser Group. For such Receivables
Loan Advances, a Purchaser shall be considered to have no FICO Score if all
individuals in such Purchaser Group have no FICO Score.


                    GAAP
means generally accepted accounting principles in the United States, 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.


                    Governing
Documents means the certificate or articles of
incorporation, organization or formation, by-laws, partnership agreement, joint
venture agreement, trust agreement, operating agreement or other organizational
or governing documents of any Person.


                    Incipient
Default means any condition or event which, after
notice or lapse of time or both, would constitute an Event of Default under
this Agreement.


                    Indemnified
Party shall have the meaning set forth in Section
29.19.


                    Legal
Requirements means all applicable federal, state
and local ordinances, laws, regulations, orders, judgments, decrees,
determinations and other legal restrictions governing a Project, Borrower or
their business or operations.


6






                    Lender
means each of the financial institutions identified under the caption “Lenders”
on the signature pages to this Agreement, and their successors and assigns.


                    Lender
Portfolio Timeshare Loans means all Timeshare
Loans now existing or hereafter arising which have been pledged, assigned and
delivered to Agent, for the benefit of Lenders, pursuant to this Agreement or
any Assignment (and all replacements of such Timeshare Loans which have been
pledged, assigned and delivered to Agent, for the benefit of Lenders, pursuant
to Section 12.2).



                    Leverage
Ratio means the ratio of (a) consolidated Debt of
Borrower, to (b) consolidated Tangible Net Worth of Borrower.


                    Loan
Account has the meaning set forth in Section 2.6.


                    Loan
Documents means this Agreement, the Receivables Loan
Notes, any document evidencing any assignment or security interest described in
Section 7.1,
the Servicing Agreement, the Lockbox Agreement, the Custodial Agreement, the
Back-Up Servicing Agreement, the Environmental Agreement, and all documents now
or hereafter executed in connection with the Receivables Loan or securing the
Obligations, as such documents may be amended, restated or modified.


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


                    (a)          all
guaranties, if any, for the payment of the Timeshare Loans; and


                    (b)          in
the case of a Timeshare Loan made to a corporation, partnership or other entity
not an individual, evidence that the execution and delivery of the Note and
other Consumer Documents and the related purchase of Timeshare Interests have
been duly authorized by all necessary action of such entity; and


                    (c)          the
Title Insurance Policy insuring the lien of the Mortgage.


                    Loan
Pledgee shall have the meaning set forth in Section
27.2.


                    Loan
Year means each twelve (12) month period after the
expiration of the Receivables Loan Advance Period, as such Receivables Loan
Advance Period may be extended from time to time, i.e., the first Loan Year
will commence on the date the Receivables Loan Advance Period expires after all
extensions thereof.


                    Lockbox
Agreement shall have the meaning set forth in Section 7.3.


                    Lockbox
Bank shall have the meaning set forth in Section 7.3.


                    Low FICO Score Timeshare Loans
shall have the meaning set forth in Section
2.2(e)(ii).


7







                    Management
Agreement means the agreement between an
Association and the Manager providing for the management of a Project and any
new management agreement executed in its place, each as amended in accordance
with the terms of this Agreement.


                    Manager
means the entity serving as the manager for a Project pursuant to a Management
Agreement and any replacement manager for such Project approved by Agent, in
its reasonable discretion. Bluegreen
Resorts Management, Inc., Dennis Management, Vacation Resorts International,
Inc., RAL Resort Property Management, Inc., Lake Condominium Owners’
Association, Inc., Ocean Towers Beach Club Condominium Association, Inc., Gold
Crown Management, Inc. and Eastman Management Services, Inc. shall each be
deemed by Agent to be an approved Manager or replacement manager for any
Project. In the event that Agent does
not approve a Manager for any Project, then Agent shall have no obligation to
make any further Advances under the Receivables Loan in connection with the
applicable Project.


                    Material
Adverse Change means 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, which, with the giving of notice or the passage of time, or both,
could reasonably be expected to result in either (i) Borrower failing to comply
with any of the financial covenants contained in Section 16 or (ii) Borrower’s inability to perform its
obligations pursuant to the terms of the Loan Documents; or 


                    (b)          the
legal or financial ability of Borrower to perform its 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 of any
Loan Document in accordance with its terms. 


                    Maximum
Receivables Loan Amount means the lesser of: (i)
the aggregate Commitment Amount of all Lenders, or (ii) an amount not to exceed
$60,000,000 at any time, provided that, such maximum
amount is subject to further restrictions as set forth in Sections 2.1 and 2.2 of this Agreement.


                    Mortgage
means a mortgage or deed of trust naming Borrower as mortgagee or beneficiary,
which secures payment of a Note, is executed by the Trustee, and encumbers the
Timeshare Interest purchased by such Purchaser.


                    Net
Income shall have the meaning given to it under
GAAP.


                    Net
Worth means, for any Person: (a) total assets of
such Person, as would be reflected on a balance sheet prepared on a
consolidated basis and in accordance with GAAP, consistently applied, exclusive
of intellectual property, experimental or organization expenses, franchises,
licenses, permits, unamortized underwriters’ debt discount and expenses, and
goodwill, minus (b) total liabilities of such Person, as would be
reflected on a balance sheet prepared on a consolidated basis and in accordance
with GAAP consistently applied.


8






                    No-FICO
Score Timeshare Loans shall have the meaning set
forth in Section 2.2(e)(iii).


                    Non-Complying
Consumer Documents has the meaning set forth in Section 11.


                    Non-Primary
Project means each Project approved by Agent as of
the date of this Agreement as an eligible Non-Primary Project for financing,
which approved Non-Primary Projects are specified on Schedule 1 attached to this Agreement
as it may be supplemented or replaced from time to time with Agent’s written
approval, including any approved replacements to Schedule 1 pursuant to Section 24.11.


                    Non-Primary
Project Timeshare Loans shall have the meaning set
forth in Section 2.2(e)(iv).


                    Non-Resident
Timeshare Loans shall have the meaning set forth
in Section 2.2(e)(i).


                    Note
means a purchase money note made by a Purchaser secured by a Mortgage, payable
to the order of Borrower, and delivered by a Purchaser in connection with the
credit purchase of one or more Timeshare Interests.


                    Notice
to Purchasers shall have the meaning set forth in Section 7.6(b).


                    Obligations
means all payment and performance obligations and liabilities of Borrower to
Agent or any Lender of every kind, nature and description, direct or indirect,
absolute or contingent, due or to become due, secured or unsecured, joint,
several, joint and several, now existing or hereafter arising, contractual or
tortious, liquidated or unliquidated, regardless of how such obligations or
liabilities arise, including without limitation, the obligation of Borrower to
pay (a) the principal of, premium, if any, on and interest on the Receivables
Loan and the Existing Loan; and (b) all fees, costs, expenses, indemnities,
obligations and liabilities of Borrower owing at any time to Agent or any
Lender under or in respect of this Agreement and each of the other Loan
Documents, the Existing Loan Agreement and each of the other Existing Loan
Documents. Notwithstanding the
foregoing, upon the payment in full of the Existing Loan and termination of the
Existing Loan Agreement and the other Existing Loan Documents, no payment,
performance or any other obligation or liability of Borrower under the Existing
Loan Agreement or any of the other Existing Loan Documents shall constitute
“Obligations” under this Agreement.


                    Owner
or Owners
means the Purchaser or Purchasers of a Timeshare Interest, the successive owner
or owners of each Timeshare Interest so conveyed, and Borrower or its
Affiliates with respect to Timeshare Interests in a Project not so conveyed.


                    Owner
Beneficiary shall have the meaning set forth in
the Trust Agreement and includes a Purchaser under a Purchase Agreement who
acquires Owner Beneficiary Rights with appurtenant Vacation Points. 


                    Owner
Beneficiary Rights shall have the meaning set
forth in the Trust Agreement. 


9






                    Patriot
Act Certificate and Agreement means the Patriot
Act Certificate and Agreement by and between Borrower and Agent, dated of even
date herewith.


                    PBGC
has the meaning set forth in Section 8.16.


                    Permitted
Encumbrances  means, with respect to a Mortgage, (a) real estate taxes and
assessments not yet due and payable, (b) exceptions to title which are approved
in writing by the Agent, which includes the exceptions set forth in the
approved forms of Title Insurance Policies for the Primary Projects attached
hereto as Exhibit E and the
exceptions in the forms of Title Insurance Policies for the Non-Primary
Projects existing as of the Closing Date (including such easements, dedications
and covenants which Agent consents to in writing after the date of this Loan
Agreement). In addition, the following shall be deemed to be Permitted
Encumbrances: 1) liens for state,
municipal and other local taxes if such taxes shall not at the time be due and
payable; 2) liens in favor of Agent or Lenders pursuant to this Agreement; 3)
materialmen’s, warehouseman’s and mechanic’s and other liens arising by
operation of law in the ordinary course of business for sums not due; 4) a
Purchaser’s interest in a Timeshare Interest relating to a Timeshare Loan
comprising a portion of the Lender Portfolio Timeshare Loans whether pursuant
to the Trust Agreement or otherwise; and 5) any Owner Beneficiary Rights. Notwithstanding the foregoing, such Permitted
Encumbrances will not affect or subordinate the first and prior lien of Agent
or Lenders in and to a Qualified Note which has been encumbered by a Qualified
Mortgage, the lien of which Qualified Mortgage is insured by the applicable
Title Insurance Policy collaterally assigned to Agent, for the benefit of
Lenders.


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


                    Person
means an individual, a government or any agency or subdivision thereof, a
corporation, partnership, trust, unincorporated organization, association,
joint stock company, limited liability company or other legal entity.


                    Plan
has the meaning set forth in Section 8.16.


                    Pledge
shall have the meaning set forth in Section
27.2.


                    Primary
Project means each Project approved by Agent as of
the date of this Agreement as an eligible Primary Project for financing, which
approved Primary Projects are specified on Schedule
1 attached to this Agreement as it may be supplemented or
replaced from time to time with Agent’s written approval, including any
approved replacements to Schedule 1
pursuant to Section 24.11.


                    Processing
Fee shall have the meaning set forth in Section 3.3(b).


                    Project
means each timeshare project or phase thereof approved by Agent as of the date
of this Agreement as an eligible Project for financing, which approved Projects
are 


10






identified on Schedule 1
attached to this Agreement as it may be supplemented or replaced from time to
time with Agent’s written approval, including any approved replacements to Schedule 1 pursuant to Section 24.11, including without
limitation, all Primary Projects and Non-Primary Projects.


                    Project
Documents means with respect to any Project, any
and all documents evidencing or relating to the creation and sale of Timeshare
Interests, the applicable Declarations, the applicable Governing Documents of
the Associations, any rules and regulations of the Associations, and the
Management Agreements.


                    Pro
Rata Share means with respect to a Lender, a
fraction (expressed as a percentage), the numerator of which is the amount of
such Lender’s Commitment Amount of the Receivables Loan and the denominator of
which is the aggregate amount of all of the Commitment Amounts of all Lenders
relating to the Receivables Loan, as the same may be adjusted upon any
assignment by a Lender to the extent permitted by Section 27.1.


                    Public
Records means the applicable recording or filing
office in the jurisdiction in which a Project is located which is the legally
required office for the recording of Deeds, Mortgages, Declarations and other
documents affecting title to real estate in such jurisdiction.


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


                    Purchase
Agreement means the form of Bluegreen Owner
Agreement.


                    Purchaser
means a bona fide third-party purchaser for value (whether one or more Persons)
who has purchased one or more Timeshare Interests from Borrower or its
Affiliates.


                    Qualified
Mortgage means a Mortgage which may be subject to
a Permitted Encumbrance, securing the payment of a Qualified Note which has
been or may be assigned of record to Agent, for the benefit of Lenders.


                    Qualified
Note means a Note executed by a Purchaser or Purchasers,
payable to the order of Borrower in connection with a Qualified Sale, which has
been assigned and endorsed over to Agent, for the benefit of Lenders, with
recourse, with respect to which all of the requirements for a Qualified
Timeshare Loan are true.


                    Qualified
Sale means a credit sale of a Timeshare Interest
to a Purchaser, which is made by Borrower or its Affiliates in the ordinary
course of its business and is consummated in compliance with all applicable
Legal Requirements and in connection with which (other than in the case of an
equity trade or conversion under a Sampler Program Agreement) the Purchaser
pays a down payment by cash, credit card or equity conversion equal to at least
ten percent (10%) of the Sales Price, which down payment may, (i) in the case
of an Upgraded Note 


11






Receivable or conversion under a Sampler Program Agreement, be
represented in part or in whole by the principal payments and down payment made
on, as applicable, such original Qualified Note or the related Sampler Loan
since its date of origination or (ii) in the case of an equity conversion or a
conversion under a Sampler Program Agreement, be represented in whole or in
part by the amount paid where the Purchaser has paid in full at the point of
sale for the original Timeshare Interest or “Sampler Membership”, as
applicable.


                    Qualified
Timeshare Loan means each Timeshare Loan made by
Borrower to a Purchaser or Purchasers in connection with a Qualified Sale which
is evidenced by a Qualified Note, secured by a Qualified Mortgage and which
meets the following criteria:


                    (a)          The
Timeshare Loan is evidenced by a Qualified Note, Qualified Mortgage, Purchase
Agreement and such other Consumer Documents which have been, as applicable,
executed in connection with the credit purchase and sale of a Timeshare
Interest;


                    (b)          The
Timeshare Loan has an original maturity date of one hundred twenty (120) months
or less, payable in equal monthly installments of principal and interest, with
the first installment due and payable not more than forty-five (45) days after
the date on which Agent has first advanced funds based upon the collateral
assignment of such Timeshare Loan;


                    (c)          Purposely
Omitted;


                    (d)          The
Timeshare Loan is not a Delinquent Loan;


                    (e)          The
Timeshare Loan is not more than thirty (30) days past due at the time of the
initial Advance against such Timeshare Loan;


                    (f)          There
has been no default by the Purchaser;


                    (g)          Other
than with respect to the effect of the application of the Service Member’s
Civil Relief Act on Timeshare Loans in the Lender Portfolio Timeshare Loans,
the annual rate of interest applied to the unpaid principal balance of the
applicable Note is at least equal to a fixed rate of 10% per annum and the
weighted average interest rate for all of the Lender Portfolio Timeshare Loans
is at least equal to 14% per annum;


                    (h)          The
Purchaser has no claim of any defense, setoff or counterclaim to the applicable
Timeshare Loan;


                    (i)          The
Timeshare Loan represents the balance of the Sales Price and the Purchaser is
not, and no payment of a sum due under the Timeshare Loan has been made by, an
Affiliate, or an officer, director, agent, employee, principal, broker,
creditor (or relative thereof) of any other Person related to or an Affiliate
of Borrower;


                    (j)          The
Consumer Documents and all other aspects of the related transaction comply with
all Legal Requirements;


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


12






                    (l)          Each
Purchase Agreement, Note, Mortgage and related Consumer Document has been duly
executed, as applicable, by or on behalf of all Persons having a beneficial
ownership interest in the Timeshare Interest;


                    (m)          The
Unit in which the applicable Timeshare Interest financed by the Timeshare Loan
is situate: (i) has been completed in compliance with all Legal Requirements,
is currently served by all required utilities, is fully furnished and ready for
use; provided, however, Units may be subject to renovations for
improvements from time to time, provided that, a “One-to-One
Owner Beneficiary to Accommodation Ratio” (as defined in the Trust Agreement)
is maintained in accordance with the Trust Agreement and applicable Legal
Requirements and Borrower provides evidence of the same to Agent upon Agent’s
request; (ii) is covered by a valid certificate of occupancy (or its
equivalent) duly issued; (iii) is subject to the terms of the Declaration for
the applicable Project; and (iv) has been developed to the specifications
provided for in the applicable Purchase Agreement. All furnishings (including appliances) within the Unit have been
or will 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 Agent;


                    (n)          The
Unit in which the applicable Timeshare Interest financed by the Timeshare Loan
is situate has had all taxes, Assessments, penalties and fees related thereto
paid when due;


                    (o)          Any
and all applicable rescission periods have expired;


                    (p)          The
Purchaser’s FICO Score (if more than one Purchaser, the highest FICO Score will
be submitted to Agent and used for this calculation) shall not be less than
600, subject to the exceptions provided in Sections
2.2(e)(i), 2.2(e)(ii) and 2.2(e)(iii);


                    (q)          The
weighted average FICO Score for all Lender Portfolio Timeshare Loans after this
Timeshare Loan is added as part of the Lender Portfolio Timeshare Loans
(excluding No-FICO Score Timeshare Loans as provided in Section 2.2(e)(iii)) shall not be less than 680;


                    (r)          The
Purchaser is a resident of the United States or Canada, subject to the
exception provided in Section 2.2 (e)(i);


                    (s)          The
lien of the Mortgage securing the Note is a perfected first priority purchase
money mortgage which may be assigned of record to Agent, for the benefit of
Lenders, (or is being assigned to Agent, for the benefit of Lenders, in
accordance with this Agreement, as
applicable) and is or will be fully insured by a Title Insurance Policy in the
amount of the Timeshare Loan, which policy is endorsed to Agent, for the
benefit of Lenders, and its successors and assigns or insured in the name of
Borrower and collaterally assigned to Agent, for the benefit of Lenders, and
its successors and assigns;


                    (t)          All
representations, warranties and covenants regarding such Timeshare Loans and
the Consumer Documents related thereto and the matters related thereto as set
forth in Section 10 and
elsewhere in this Agreement are accurate and Borrower shall have performed all
of its obligations with respect thereto;


13






                    (u)          Agent
and/or Lenders have a valid, perfected first priority lien against and security
interest in the Note and the related Consumer Documents (which in the case of
the Consumer Documents may be subject to a Permitted Encumbrance) and all
payments to be made thereunder; 


                    (v)          The
total maximum remaining principal balance of all Timeshare Loans to any one
Purchaser or Affiliates of such Purchaser (and assigned to Agent, for the
benefit of Lenders, hereunder) shall not exceed $75,000 in the aggregate;


                    (w)          The
payment terms of such Timeshare Loan have not been amended in any way,
including any revisions to the payment provisions to cure any defaults or
delinquencies, except in the case of a Permitted Modification;


                    (x)          There
has been no increase to the applicable interest rate payable on the Timeshare
Loan 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 or its Affiliates to Purchaser;


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


                    (z)          The
Unit in which the applicable Timeshare Interest financed by the Timeshare Loan
is situate in a Unit comprising part of a Primary Project, subject to the exception
provided in Section 2.2(e)(iv).


                    Receivables
Loan means that certain credit facility in an
amount up to the Maximum Receivables Loan Amount to be extended by Agent and
Lenders to Borrower pursuant to the terms of this Agreement, as such loan may
be increased, decreased, amended, restated or modified, subject to the
limitations set forth in Section 2.2.


                    Receivables
Loan Advance Period means the period of time
commencing on the date of this Agreement and ending on February 11, 2013.


                    Receivables
Loan Fee has the meaning set forth in Section 5.1.


                    Receivables
Loan Interest Rate means until the occurrence of
an Event of Default:


                    (a)          From
the Closing Date until the first day of the month following the month during
which the Closing Date occurs, at a yearly rate which is equal to two and
one-quarter percent (2.25%) per annum in excess of the WSJ Prime Rate in effect
on the Closing Date, provided that, in no event shall the
interest rate on the Receivables Loan be less than 6.50% per annum.


                    (b)          On
the first day of the month following the month during which the Closing Date
occurs and on the first day of each month thereafter, the yearly rate at which
interest shall be payable on the unpaid principal balance of the Receivables
Loan shall be, as applicable, increased or decreased to a rate which is equal
to two and one-quarter percent


14







(2.25%) per annum in excess of the WSJ Prime Rate in effect on such
date, provided that, in no event shall the interest rate on the
Receivables Loan be less than 6.50% per annum.


                    Receivables
Loan Maturity Date means February 11, 2016.


                    Receivables
Loan Notes means each of Borrower’s promissory
notes dated of even date herewith payable to the order of each Lender
evidencing Borrower’s obligation to repay to such Lender, such Lender’s Pro
Rata Share of Advances under the Receivables Loan and all interest thereon.


                    Redirection
Notice shall have the meaning set forth in Section
27.2.


                    Register
shall have the meaning set forth in Section 27.1(d).


                    Request
for Receivables Loan Advance means a Request for
Advance as described in Section 2.3.


                    Request
for Supplementary Advance means a Request for
Supplementary Advance as described in Section 2.5.


                    Reservation
System means any proprietary method, arrangement
or procedure, maintained, owned and operated by Borrower or any Manager of the
Vacation Club (including the Vacation Club Manager), including any lease,
license, contract or other agreements evidencing such method, arrangement or procedure,
by which an Owner Beneficiary reserves the use and occupancy of any
accommodation or facility of the Vacation Club.


                    Sales
Price means the gross sales price paid by a
Purchaser for one or more Timeshare Interests and shall include closing costs.


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


                    Sampler
Program Agreement means an agreement pursuant to
which a purchaser thereunder obtains those certain benefits set forth therein
which comprise the “Sampler Membership” and, subject to the terms and
conditions thereof, has the opportunity to convert such Sampler Membership into
full ownership in the Vacation Club.


                    Section
3.3 Advance shall have the meaning set forth in Section
3.3(c).


                    Servicer
shall have the meaning set forth in Section
7.4.


                    Servicing
Agreement shall have the meaning set forth in Section 7.4.


                    Tangible
Net Worth shall
mean, at any time, the sum of (i) Borrower’s Net Worth at such time
(determined in accordance with GAAP), minus (ii) the sum of (A)
intangible assets, plus (B) notes and other obligations payable to
Borrower from any related party, any employee, shareholder, officer or director
of Borrower, plus (iii) any indebtedness owed by Borrower which
indebtedness is subject to a subordination agreement acceptable to Agent in its
sole discretion.


15






                    Timeshare
Act means the applicable state statute or other
law in the state or other jurisdiction in which a Project is located which
governs the creation and regulation of timeshare projects in such state, as it
may be amended.


                    Timeshare
Approvals means all approvals, registration and licenses
required from governmental agencies in order to sell Timeshare Interests and
offer them for sale, to operate the Projects as timeshare projects, to make
Timeshare Loans and to own, operate and manage the Projects, including without
limitation, the registrations/consents to sell, the final subdivision public
reports/public offering statements and/or prospectuses and approvals thereof
required to be issued by or used in the jurisdiction where the applicable
Project is located and other jurisdictions where Timeshare Interests have been
offered for sale or sold.


                    Timeshare
Interest means with respect to any Project, (x) an
undivided fee simple ownership interest as a tenant in common or (y) a Resort
Interest (as defined in the Trust Agreement) that is an ownership interest in
real property substantially similar to an ownership interest described in
clause (x) above (including Owner Beneficiary Rights), in either case with
respect to any Unit in such Project, with a right to use such Unit, or a Unit
of such type, generally for one (1) week or a portion of one (1) week annually
or biennially, together with all appurtenant rights and interests as more
particularly described in the Project Documents.


                    Timeshare
Loan or Timeshare Loans means the loan or loans by
Borrower to a Purchaser, now existing or hereafter arising, related to the
financing of the sale of a Timeshare Interest.


                    Title
Company means a title insurance company selected
by Borrower and approved by Agent which is authorized and duly licensed to
carry on a title insurance business in the state in which the applicable
Project is located. The Title Companies set forth on Exhibit K attached
hereto, as amended from time to time, shall be deemed by Agent as approved
Title Companies.


                    Title
Insurance Policy means a mortgagee’s or lender’s
title insurance policy issued by the Title Company insuring each Mortgage (or
group of Mortgages) assigned to Agent, for the benefit of Lenders, pursuant
hereto, endorsed to Agent and its successors and assigns or insured in the name
of Borrower and collaterally assigned to Agent and its successors and assigns
and in the amount of the Note (or group of Notes) secured by such Mortgage (or
group of Mortgages). The form of Title Insurance Policy related to each of the
Primary Projects, together with all endorsements, are attached hereto as Exhibit E.


                    Transfer
means, with respect to the Collateral, the
occurrence of any sale, conveyance, assignment, transfer, alienation, mortgage,
conveyance of security interest, title, encumbrance of other disposition of any
kind of the Collateral, or any other transaction the result of which is,
directly or indirectly, to divest Borrower of any portion of its title to or
interest in such Collateral, voluntarily or involuntarily, it being the express
intention of Borrower and Agent that Borrower is prohibited from granting to
any Person a lien or encumbrance upon such Collateral, regardless of whether
such lien is senior or subordinate to the Agent’s and Lenders’ lien; provided
that the Collateral may be subject to Permitted Encumbrances, which
shall not be deemed to be a Transfer.


16






                    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 Trustee,
Bluegreen Resorts Management, Inc. and Bluegreen Vacation Club, Inc., as
amended, restated or otherwise modified from time to time. 


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


                    Unit
means any apartment, condominium or cooperative unit, cabin, lodge, hotel or
motel room, villa, cottage, townhome, lot or other private or commercial
structure which is situated on real or personal property and designed for
occupancy by one or more persons within a Project, together with all furniture,
fixtures and furnishings therein, if applicable, and together with any and all
interests in common elements appurtenant thereto, as provided in the related
Declaration.


                    Upgraded
Note Receivable means a new Qualified Note made by
the Purchaser under an existing Timeshare Loan (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 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 Qualified Note from the Purchaser secured by
the upgraded Timeshare Interest and related Owner Beneficiary Rights and
Vacation Points (if any).


                    Vacation
Club means the Bluegreen Vacation Club Multi-Site
Timeshare Plan created pursuant to the Trust Agreement.


                    Vacation
Club Management Agreement means the Amended and
Restated Management Agreement between Bluegreen Resorts Management, Inc. and
Vacation Trust, Inc. dated as of May 18, 1994, as amended.


                    Vacation
Club Manager means Bluegreen Resorts Management,
Inc., a Delaware corporation, in its capacity as manager of the Vacation Club,
and its successors and assigns.


                    Vacation
Points shall have the meaning set forth in the
Trust Agreement.


                    Wellington
Financial means New Wellington Financial LLC,
doing business as Wellington Financial.


                    WSJ Prime Rate
means the rate of interest published in the Wall Street Journal (Eastern
Edition) under the designation “Money Rates” and described as “Prime Rate” or
“Base Rate on Corporate Loans at Large U.S. Money Center Commercial Banks.” If
the rate so published is shown as a range of rates, Agent will use the highest
rate in such range as the WSJ Prime Rate. If such rate is no longer published
or available, Agent will choose a comparable substitute rate based upon a
national index, selected by Agent in its reasonable discretion.


17






                              1.2          Construction.
Unless the context of this Agreement clearly requires otherwise, references to
the plural include the singular, references to the singular include the plural,
the term “including” is not limiting, and the term “or” has, except where
otherwise indicated, the inclusive meaning represented by the phrase “and/or.”
The words “hereof,” “herein,” “hereby,” “hereunder,” and similar terms in this
Agreement refer to this Agreement as a whole and not to any particular
provision of this Agreement. An Event of Default shall “continue” or be
“continuing” until such Event of Default has been waived in writing by Agent.
Section, subsection, clause, schedule, and exhibit references are to sections,
subsections, clauses, schedules and exhibits in this Agreement unless otherwise
specified. Any reference in this Agreement or in the Loan Documents to this
Agreement, any of the Loan Documents or any other document or agreement shall
include all alterations, amendments, changes, extensions, modifications,
renewals, replacements, substitutions, supplements, and restatements thereto
and thereof, as applicable.


                              1.3          Schedules
and Exhibits. All of the schedules and exhibits
attached to this Agreement, as they may from time to time be amended or
restated, shall be deemed incorporated herein by reference.


                              1.4          Accounting
Principles. Where the character or amount of any
asset or liability or item of income or expense is required to be determined or
any consolidation or other accounting computation is required to be made for
the purposes of this Agreement, the same shall be determined or made in
accordance with GAAP consistently applied at the time in effect, to the extent
applicable, except where such principles are inconsistent with the requirements
of this Agreement.


                    2.       The
Receivables Loan.


                              2.1          Loan
Amount. Subject to the other provisions and
conditions of this Agreement, each Lender (severally, but not jointly) agrees,
from time to time during the Receivables Loan Advance Period, to make its Pro
Rata Share of Advances under the Receivables Loan to Borrower in amounts equal
to the lesser of: (a) eighty-five percent (85%) of the unpaid principal balance
of Qualified Timeshare Loans included within the Lender Portfolio Timeshare
Loans assigned to Agent, for the benefit of Lenders, in connection with such
requested Advance, or (b) the Maximum Receivables Loan Amount.


                    Notwithstanding
anything to the contrary contained herein, at no time shall Agent or any Lender
be required to make additional Advances to Borrower pursuant to the terms and
conditions of this Agreement if, after giving effect to any such Advance, the
result is either that (i) the aggregate outstanding principal balance of the
Receivables Loan exceeds the Maximum Receivables Loan Amount in the aggregate
at any time, or (ii) the aggregate outstanding principal balance of the
Receivables Loan owed to any Lender (or its participant), exceeds such Lender’s
Commitment Amount.


                              2.2       Advances.


                                        (a)          Revolving
Credit. The Advances to be made under this
Agreement are part of a revolving credit facility. To the extent repaid,
amounts advanced by 


18






Agent and Lenders to Borrower may be reborrowed, subject to the
conditions set forth in this Agreement. Although the aggregate amount of all
Advances made under this Agreement may exceed the Maximum Receivables Loan
Amount, the outstanding principal balance of such Advances may at no time
exceed the Maximum Receivables Loan Amount.


                                        (b)          Restrictions
on Loan Advances. No Lender shall have any
obligation to make any Advance under the Receivables Loan at such time that the
Commitment Amount of any other Lender would be insufficient for such Lender to
fund its Pro-Rata Share of such Advance. Borrower acknowledges and agrees that
such limitation will be applicable notwithstanding that a Lender may otherwise
be obligated to make such Advance under any other terms or conditions of this
Agreement.


                                        (c)          Other
Restrictions on Receivables Loan Advances. Agent
and Lenders shall have no obligation to make an Advance under the Receivables
Loan (i) more often than twice during any calendar month, (ii) in an amount
less than One Hundred Thousand Dollars ($100,000.00), (iii) pursuant to a
Request for Receivables Loan Advance received after the expiration of the
Receivables Loan Advance Period, or (iv) after the occurrence of an Incipient
Default or an Event of Default.


                                        (d)          Additional
Restrictions on Receivables Loan Advances.
Notwithstanding anything to the contrary contained in this Section 2, Agent and
Lenders shall have no obligation to make any Advance (i) under the Receivables
Loan in an amount which would cause the aggregate outstanding balance of the
Receivables Loan to exceed $60,000,000; (ii) under the Receivables Loan in an
amount which would cause the outstanding principal balance of Liberty Bank’s
Pro Rata Share of the Receivables Loan to exceed $55,000,000; (iii) under the
Receivables Loan in an amount which would cause the outstanding principal
balance of TD Bank, N.A.’s Pro Rata Share of the Receivables Loan to exceed $5,000,000;
or (iv) under the Receivables Loan which would cause Agent or any Lender or any
participant in the Receivables Loan to violate or continue to violate any legal
lending limit.


                                        (e)          Other
Limitations. Advances under the Receivables Loan
(not including Advances previously made under the Existing Loan) shall also be
subject to the following exceptions and limitations:


                                                       (i)          Notwithstanding
the limitations set forth in subsection
(r) of the definition of Qualified Timeshare Loan, Timeshare
Loans which otherwise satisfy the criteria of a Qualified Timeshare Loan but
which involve a Purchaser who is not a resident of the United States or Canada
(“Non-Resident Timeshare Loans”) may be considered Qualified
Timeshare Loans, provided that, (A) payment of such Non-Resident
Timeshare Loan must be made by the Purchaser under an “auto pay” program via a
major credit card, Pre-Authorized Checking or ACH payment, in United States
dollars; (B) at the time Agent and Lenders are making an Advance based upon the
assignment of a pool of Qualified Timeshare Loans, not more that 10% of the
balance of the Qualified Timeshare Loans in such pool may be comprised of such
Non-Resident Timeshare Loans and No-FICO Score Timeshare Loans, collectively;
and (C) at any time thereafter not more than 10% of the then outstanding
principal balance of all Qualified Timeshare Loans included in the Lender
Portfolio Timeshare Loans and against which Agent and Lenders have made
Advances may be comprised of such Non-Resident 


19






Timeshare Loans and No-FICO Score Timeshare Loans, collectively. The
Purchasers under such Non-Resident Timeshare Loans shall not be required to
have a FICO Score and accordingly, Non-Resident Timeshare Loans shall not also
be deemed to be No-FICO Score Timeshare Loans.


                                                  (ii)          Notwithstanding
the limitations set forth in subsection (p) of the definition of
Qualified Timeshare Loan, Timeshare Loans which otherwise satisfy the criteria
of a Qualified Timeshare Loan but involve (A) a Purchaser with a FICO Score at
the time of purchase less than 600 but equal to or greater than 575 and (B) a
downpayment (including cash “at the table” and paid-in equity) of at least 20%
of the Purchase Price (“Low FICO Score Timeshare Loans”) may be
considered Qualified Timeshare Loans, provided that, at any one
time not more than 10% of the then outstanding principal balance of all Qualified
Timeshare Loans included in the Lender Portfolio Timeshare Loans may consist of
such Low FICO Score Timeshare Loans. Notwithstanding anything to the contrary
set forth in this Section 2.2(e), the credit of any
Purchaser whose Timeshare Loan is submitted to Agent as security as provided in
this Section
2.2(e) may be rejected by Agent if such Purchaser’s Evidence of
FICO Score (as submitted as part of the Consumer Documents for such Purchaser)
reflects a bankruptcy filing which has not been dismissed or discharged as
noted therein.


                                                  (iii)          Notwithstanding
the limitations set forth in subsection (p) of the definition of
Qualified Timeshare Loan, Timeshare Loans which otherwise satisfy the criteria of
a Qualified Timeshare Loan but involve a Purchaser for whom no FICO Score is
submitted by Borrower (“No-FICO Score Timeshare Loans”) may be
considered Qualified Timeshare Loans, provided that, (A) at the
time Agent and Lenders are making an Advance based upon the assignment of a
pool of Qualified Timeshare Loans, not more than 10% of the balance of the
Qualified Timeshare Loans in such pool may be comprised of such No-FICO Score
Timeshare Loans and Non-Resident Timeshare Loans, collectively; and (B) at any
time thereafter not more than 10% of the then outstanding principal balance of
all Qualified Timeshare Loans included in the Lender Portfolio Timeshare Loans
and against which Agent and Lenders have made Advances may be comprised of such
No-FICO Score Timeshare Loans and Non-Resident Timeshare Loans, collectively.


                                                  (iv)          Notwithstanding
the provisions of subsection (z) of the definition of
Qualified Timeshare Loan, Timeshare Loans which otherwise satisfy the criteria
of a Qualified Timeshare Loan but which involve the financed sale of a
Timeshare Interest in a Unit in a Non-Primary Project (“Non-Primary Project Timeshare Loans”)
may be considered Qualified Timeshare Loans, provided that, (A)
at the time Agent and Lenders are making an Advance based upon the assignment
of a pool of Qualified Timeshare Loans, not more than 15% of the balance of the
Qualified Timeshare Loans in such pool may be comprised of such Non-Primary
Project Timeshare Loans; and (B) at any time thereafter not more than 15% of
the then outstanding principal balance of all Qualified Timeshare Loans
included in the Lender Portfolio Timeshare Loans and against which Agent and
Lenders have made Advances may be comprised of such Non-Primary Project
Timeshare Loans. 


                                                  (v)          The
minimum weighted average FICO Score of all Qualified Timeshare Loans included
in the Lender Portfolio Timeshare Loans (excluding No-FICO Score Timeshare
Loans) shall be at least 680.


20






                                                  (vi)          Notwithstanding
the provisions of subsection (g)
of the definition of Qualified Timeshare Loan, the weighted average interest
rate for all of the Lender Portfolio Timeshare Loans shall not be less than 14%
per annum. 


                                                  If
the percentage limitations described in subsections
(i)-(iv) above are exceeded, the excess amount of such
Non-Resident Timeshare Loans, Low FICO Score Timeshare Loans, No-FICO Score
Timeshare Loans and Non-Primary Project Timeshare Loans in the Lender Portfolio
Timeshare Loans, shall not be deemed to be Qualified Timeshare Loans. In
addition, in the event that the weighted average FICO Score for all of the
Lender Portfolio Timeshare Loans (excluding No-FICO Score Timeshare Loans) is
less than 680, Agent may exclude from the category of Qualified Timeshare Loan
any Timeshare Loans with a FICO Score below 680 as may be necessary to result
in compliance with such weighted average FICO Score requirement. In addition,
in the event that the weighted average interest rate for all of the Lender
Portfolio Timeshare Loans is less than 14% per annum, Agent may exclude from
the category of Qualified Timeshare Loans any Timeshare Loans with interest
rates below 14% per annum as may be necessary to result in compliance with such
14% per annum minimum weighted average interest rate requirement. 


                                                  Notwithstanding
anything to the contrary contained above, Advances made under the Existing Loan
shall be subject to the exceptions and limitations set forth in Section 2.2(e) of the Existing Loan
Agreement. 


                                        (f)      Method of Funding.
The funding of Advances shall be in accordance with such procedures as Agent
may require, including without limitation, disbursement through an escrow agent
acceptable to Agent. In connection with any wire transfer, Borrower will pay
Agent’s and any Lender’s reasonable costs and expenses for such wire transfers.


                              2.3      Requests
for Advance. Each Advance (other than a
supplementary Advance pursuant to Section
2.5 below) shall be pursuant to a Request for Receivables
Loan Advance submitted to Agent (or a servicer designated by Agent) in the form
attached hereto as Exhibit B, with
appropriate insertions and duly executed on behalf of Borrower, together with
all required supporting documentation as described therein. Other conditions
for the funding of Receivables Loan Advances are set forth in various other
sections of this Agreement, including without limitation Sections 7.2, 20, 21 and 22.


                    Notwithstanding
the foregoing, Borrower irrevocably authorizes Agent and Lenders to advance
sums under this Agreement to Agent and Lenders to pay fees, costs, expenses and
other obligations owed by Borrower under the Loan Documents without requiring
Agent to have received any Request for Receivables Loan Advance or other
related documents. 


                              2.4      Limitation
on Amount of Advances. Agent and Lenders shall
have no obligation to make an Advance which would cause the total of Advances
at any one time outstanding to exceed any limitation set forth in Sections 2.1 or 2.2 or any other
limitation set forth in this Agreement.


21






                              2.5      Supplementary
Advances. In the event that the outstanding
principal balance of the Receivables Loan is less than 85% of the outstanding
principal balance of all Qualified Timeshare Loans included within the Lender
Portfolio Timeshare Loans, then Borrower may request supplementary Advances in
an amount equal to such 85% limitation, provided that (a) Borrower submits to
Agent a Request for Supplementary Advance in the form attached hereto as Exhibit G, and (b) Agent and Lenders
shall have no obligation to make such supplementary Advances (i) more often
than once every calendar month, (ii) in an amount less than $100,000, (iii)
after the expiration of the Receivables Loan Advance Period, (iv) after the
occurrence of an Incipient Default or an Event of Default, (v) which would
cause the aggregate balances of all outstanding Advances to exceed the Maximum
Receivables Loan Amount, or (vi) which would result in a violation of any of
the limitations set forth in Section 2.2.


                              2.6      Loan
Account. Agent will open and maintain on its books
a Loan Account (the “Loan Account”)
with respect to Advances made, repayments, the computation and payment of
interest and fees and the computation and final payment of all other amounts
due and sums paid to Agent and Lenders under this Agreement and with respect to
the Receivables Loan. Except in the case of manifest error in computation, the
Loan Account will be conclusive and binding on Borrower as to the amount at any
time due to Agent and Lenders from Borrower or to any Lender from Agent under
this Agreement or the Receivables Loan Notes as an account stated, except to
the extent that (i) Agent receives a written notice from Borrower of any
specific exceptions of Borrower thereto within forty-five (45) days after the
date the applicable Loan Account statement has been delivered to Borrower or
(ii) Agent receives written notice from any Lender of any specific exceptions
of such Lender thereto within twenty (20) days after the date the applicable
Loan Account statement has been mailed by Agent. 


                              2.7      Receivables
Loan Notes. The obligation of Borrower to repay amounts
advanced under the Receivables Loan and all interest thereon shall be evidenced
by the Receivables Loan Notes. 


                              2.8      Amounts
in Excess of Maximum Receivables Loan Amount.
Agent and Lenders shall have the right, but not the obligation, to fund amounts
in excess of the Maximum Receivables Loan Amount from time to time to pay
accrued and unpaid interest to correct or cure any Incipient Default or Event
of Default. Borrower agrees that the correcting or curing by Agent and Lenders
of an Incipient Default or Event of Default shall not cure the Incipient
Default or Event of Default under this Agreement. Such excess amounts funded
shall be deemed evidenced by the Receivables Loan Notes to the fullest extent
possible and then by this Agreement, shall bear interest at the Default Rate
and shall also be secured by the Collateral, and all other security and
collateral for the Receivables Loan. Borrower hereby agrees to execute
additional notes, Assignments and other additional Loan Documents, and
modifications thereto, promptly upon request by Agent, in favor of Agent and
Lenders, evidencing and securing amounts funded in excess of the Maximum
Receivables Loan Amount. 


                              2.9      Use
of Proceeds. Advances under the Receivables Loan
will be used by Borrower solely to pay fees, costs and expenses payable by
Borrower under the Loan Documents, and for other proper working capital and
other business purposes of Borrower.


22






                              2.10     Closing.
The Closing under this Agreement shall take place effective as of the Closing
Date at such place as Agent may require, provided that all conditions for
Closing have been completed.


                              2.11     Purposely
Omitted. 


                              2.12     Allocation
of Pledged Timeshare Loans Among Lenders. Borrower
agrees that in allocating which Timeshare Loans to assign to Agent, for the
benefit of Lenders, under this Agreement, Borrower shall not adversely select
to allocate to Agent otherwise Qualified Timeshare Loans based on Project
location, in a proportion materially different from Borrower’s other lenders.


                    3.       Loan Administration.


                              3.1       Receivables Loan Advances. Subject to the terms and
conditions hereinafter set forth, each Lender, severally and not jointly, agrees to fund its Pro
Rata Share of any Advance. Agent agrees to give each Lender prompt written
notice (which may be by facsimile, pdf or other electronic transmission) of
such Lender’s Pro Rata Share of an Advance together with such supporting
materials as Agent customarily provides, which notice and supporting materials
shall be given to each Lender by 1:00 p.m. Eastern Time one (1) Business Day
prior to the date of the proposed Advance and will specify the amount to be
funded by such Lender and the proposed funding date. Provided that such notice
and supporting materials are timely received by a Lender as provided above,
such Lender will make such arrangements as are necessary to assure that such
Lender’s Pro Rata Share of such Advance is made available to Agent (in U.S.
Dollars) no later than 1:00 p.m. Eastern Time on the funding date. 


                              3.2       Several
Obligations of Lenders. Each Lender is severally
bound by this Agreement. There shall be no joint obligations of Lenders under
this Agreement. No Lender shall be responsible for the failure by any other
Lender to perform its obligations under this Agreement or any of the Loan
Documents. The Pro Rata Share of any Lender shall not be increased or decreased
as a result of the failure of any other Lender to perform its obligations under
this Agreement or any of the Loan Documents. The failure of any Lender to fund
its Pro Rata Share of any Advance under this Agreement shall not excuse any
other Lender from its obligations to fund its Pro Rata Share of any Advance. 


                              3.3       Permitted
Assumptions by Agent. Unless Agent shall
have received notice from a Lender prior to 11:00 a.m. Eastern Time on the
requested funding date of any Advance that such Lender will not make available
to Agent such Lender’s Pro Rata Share of such Advance, Agent may assume that
such Lender has made or will make its Pro Rata Share of such Advance available
to Agent on the requested funding date of such Advance. Agent may in its
discretion and in reliance upon such assumption make available to Borrower on
such date a corresponding amount of such Lender’s Pro Rata Share of such
Advance. 


                                          (a)          Subject
to the terms of the Agency Agreement, if a Lender has not or does not make
available to Agent the full amount of its Pro Rata Share of any Advance
required to be funded under the Loans on the requested funding date specified
by Agent as provided in Section 3.1
above, and such Lender has not notified the Agent of such Lender’s 


23






intention not to fund pursuant to the first sentence of Section 3.3, Agent may advance such
corresponding amount of such Advance, and accrue interest thereon for its own
account, at the interest rate set forth for the Receivables Loan, for each day
from the date such principal amount is made available to Borrower until the
date such principal amount (together with such accrued interest) is repaid by
such Lender (or Borrower as further provided below) to Agent. If such Lender
shall reimburse Agent for the principal amount advanced by Agent pursuant to
the preceding sentence with interest as provided above, upon such reimbursement
such principal amount shall constitute such Lender’s Pro Rata Share of the
applicable Advance under the Receivables Loan for all purposes of this
Agreement and any interest in respect of such principal paid by Borrower shall
be for such Lender’s account. The failure of any Lender to fund its Pro Rata
Share of any Advance shall not relieve any other Lender of its obligation, if
any, hereunder to fund its respective Pro Rata Share of the Advance on the funding
date, but no Lender shall be responsible for any such failure of any other
Lender. 


                                        (b)          If
Agent advances any funds pursuant to Section
3.3 in respect of another Lender’s Pro Rata Share, and the relevant
Lender does not reimburse the Agent as provided in subsection (a) above or pursuant to the
terms of any agreement among Agent and Lenders, any interest paid on such
amount by Borrower hereunder, for the period commencing on the date such amount
was made available by the Agent until the date the relevant Lender (or Borrower
as further provided in subsection (a)
above) reimburses Agent, shall be paid to Agent and not such Lender and, in
addition, such Lender shall pay Agent any reasonable out-of-pocket costs or
expenses incurred by Agent in connection therewith. In addition, if a Lender
has failed to fund its Pro Rata Share of Advances hereunder in a timely fashion
(after receipt of the items required under Section
3.1), such Lender shall also pay to Agent a $3,500.00 fee
(the “Processing Fee”) to
compensate Agent for its efforts in connection therewith. Such payment shall be
retained by Agent for its own account. Borrower shall have no liability for any
Processing Fee or other out-of-pocket costs or expenses payable to Agent under
this Section 3.3(b).


                                        (c)          In
the event that, at any time a Lender fails or refuses to fund its Pro Rata
Share of an Advance as required under this Agreement or any other agreement among
Agent and Lenders, such Lender, after two (2) Business Days from the date it
shall have received notice from Agent that its Pro Rata Share of such Advance
is past due and has not been received, shall be deemed to be a “Defaulting Lender”. Until such time as such
Defaulting Lender has funded its Pro Rata Share of such Advance (which late
funding shall not absolve such Defaulting Lender from any liability it may
have), such Defaulting Lender shall not have the right to vote regarding or to
approve any issue on which voting or approval is required or advisable under
this Agreement or any other Loan Document, and the amount of the Pro Rata Share
of such Advance of such Lender shall not be counted as outstanding for purposes
of determining any matters or actions as to which such Lender would otherwise
be entitled to vote or to direct the Agent to act on its behalf under this
Agreement or the other Loan Documents. In addition, Agent shall not be
obligated to transfer to any Defaulting Lender, in the event that (a) the
Defaulting Lender did not, pursuant to the first sentence of Section 3.3, notify the Agent of its
intention not to fund its Pro Rata Share of any Advance, and (b) the Agent has,
pursuant to and in accordance with Section
3.3, advanced funds in respect of the Defaulting Lender’s Pro
Rata Share of such Advance (a “Section 3.3
Advance”), and (c) the Agent has not been reimbursed the Section 3.3
Advance (including all accrued interest and fees) by the Defaulting 


24






Lender or by the Borrower or by any other means, then, the Agent shall
apply any payments (including principal, interest and fees) made by or for
Borrower to Agent or otherwise received by Agent (including as a result of
realization upon a sale of any Collateral) for the Defaulting Lender’s benefit
against such Section 3.3 Advance until such Section 3.3 Advance (plus all
accrued interest and fees) is repaid in full, and thereafter such amounts shall
be paid to the Defaulting Lender in respect of its Pro Rata Share of the
Receivables Loan. 


                                        (d)        Without
prejudice to the survival of any other remedies against a Defaulting Lender, if
a Defaulting Lender fails to make available to Agent the full amount of such
Defaulting Lender’s Pro Rata Share of any Advance required to be made under the
Loan within five (5) Business Days after the date it shall have received notice
from Agent that its Pro Rata Share of the Advance has not been received,
Borrower or Agent may require that such Defaulting Lender transfer all of its
right, title and interest under this Agreement, such Defaulting Lender’s
Receivables Loan Note and each other Loan Document to Agent or to a Eligible
Transferee identified by Borrower (with the consent of Agent) or by Agent (with
the consent of Borrower), subject to the following: 


                                                    (i)
           such
proposed Eligible Transferee shall agree to assume all of the obligations of
the transferor Defaulting Lender under the Loan Documents, for consideration
equal to the outstanding principal of such transferor Defaulting Lender’s share
of the Receivables Loan, together with interest thereon to the date of such
transfer; 


                                                    (ii)          satisfactory
arrangements shall be made for payment to such transferor Defaulting Lender of
all other amounts payable hereunder (including the outstanding principal amount
of the Receivables Loan of the Defaulting Lender, all accrued interest owed to
the Defaulting Lender, and all accrued fees which have then been earned by and
are owed to the Defaulting Lender), provided that, in the event that any
transfer is made pursuant to this subparagraph
(d), Agent shall be entitled to an amount equal to the
Processing Fee payable by the transferor Defaulting Lender, which shall be
deducted from the consideration payable to the transferor Defaulting Lender by
the Eligible Transferee and shall be paid by the Eligible Transferee to Agent; 


                                                    (iii)         the
transferor Defaulting Lender agrees to pay the Eligible Transferee the Eligible
Transferee’s Pro Rata Share of fees which the transferor Defaulting Lender has
received related to this Agreement. This Pro Rata Share of the fees may be
deducted from the consideration payable to the transferor Defaulting Lender by
the Eligible Transferee; 


                                                    (iv)         Other
than as expressly set forth herein, the rights and obligations of a Defaulting
Lender (including the obligation to indemnify Agent) and the other parties
hereto shall remain unchanged. Nothing in this subsection shall be deemed to
release any Defaulting Lender from its obligations under this Agreement and the
Loan Documents, shall alter such obligations, shall operate as a waiver of any
default by such Defaulting Lender hereunder, or shall prejudice any rights
which Borrower, Agent or any other Lender may have against any Defaulting
Lender as a result of any default by such Defaulting Lender hereunder; and 


25






                                                  (e)          In
the event a Defaulting Lender cures to the satisfaction of Agent all
outstanding breaches which caused such Lender to become a Defaulting Lender and
Agent has received the Processing Fee, such Defaulting Lender shall no longer
be a Defaulting Lender and shall be treated as a Lender under this Agreement. 


                    4.        Interest Rate.


                              4.1          Primary
Interest Rate. Until the occurrence of an Event of
Default, interest shall accrue and be payable on the unpaid principal balance
at the Receivables Loan Interest Rate. 


                              4.2          Default
Rate. From and after the occurrence of an Event of
Default, interest shall accrue and be payable on the unpaid principal balance
of the Receivables Loan Notes and all other Obligations under the Loan
Documents at a rate (the “Default Rate”)
which is four (4) percentage points higher than the rate provided in Section 4.1. Any judgment obtained for
sums due under the Receivables Loan Notes or other Obligations under the Loan
Documents will accrue interest at the Default Rate until paid. Borrower
acknowledges and agrees that the Default Rate is reasonable in light of the
increased risk of collection after occurrence of an Event of Default. 


                              4.3          Calculation
of Interest. Interest will be calculated on the
basis of a year of three hundred sixty (360) days and charged upon the actual
number of days elapsed. Interest will accrue on balances as of the date Agent
or any Lender wire such funds to Borrower.


                              4.4          Limitation
of Interest to Maximum Lawful Rate. Agent, Lenders
and Borrower intend to comply at all times with Applicable Usury Laws. In no
event will the rate of interest payable hereunder exceed the maximum rate of
interest permitted to be charged by Applicable Usury Law (including the
applicable choice of law rules) and any interest paid in excess of the
permitted rate will be refunded to Borrower. Such refund may be made by
application of the excessive amount of interest paid against any outstanding
Obligations, applied in such order as Agent may determine. If the excessive
amount of interest paid exceeds the outstanding Obligations, the portion
exceeding the outstanding Obligations will be refunded by Agent and Lenders.
Any such crediting or refunding will not cure or waive any Event of Default.
Borrower agrees that in determining whether or not any interest payable
hereunder exceeds the highest rate permitted by Applicable Usury Law, any
non-principal payment, including, without limitation, prepayment fees and late
charges, will be deemed to the extent permitted by law to be an expense, fee, premium
or penalty rather than interest.


                    All sums paid or agreed to be paid to Agent or any Lender for the use,
forbearance or detention of the indebtedness incurred by Borrower hereunder
shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the term of such indebtedness until payment in
full, so that the rate or amount of interest on account of such indebtedness
does not exceed the usury ceiling from time to time in effect and applicable to
the Receivables Loan. 


                    5.        Fees.


26







                              5.1
          Receivables Loan
Fee. Borrower agrees to pay to Agent a Receivables
Loan fee equal to $425,000 (the “Receivables
Loan Fee”) which is due and payable on the Closing Date. This
Receivables Loan Fee is fully earned by Agent and shall not be refundable in
whole or in part, notwithstanding that the full Maximum Receivables Loan Amount
is not advanced. Agent is irrevocably authorized to advance the sums necessary
to pay such Receivables Loan Fee to itself from the proceeds of any Advance
under the Receivables Loan or as an Advance under the Receivables Loan without
any further Request for Receivables Loan Advance from Borrower. Agent shall
apply any excess deposits or fees paid to Agent prior to the Closing Date to
the Receivables Loan Fee. 


                              Notwithstanding
the foregoing, upon the joinder to this Agreement of any new Lender or
participant or increase in the Commitment Amount for a Lender or participant
existing as of the Closing Date, Borrower shall pay to Agent a Receivables Loan
fee equal to 1.0% of the aggregate Commitment Amounts of such new Lenders or
participants or the increase in the existing Commitment Amount (i.e., above the
maximum aggregate Commitment Amount committed as of the Closing Date, to wit:
$60,000,000), as the case may be, provided that such new Commitment Amounts
shall not exceed $35,000,000 in the aggregate without the prior written consent
of Borrower (the “Additional Receivables Loan
Fee”), provided however, the amount of the Additional
Receivables Loan Fee will be pro-rated by an amount the numerator of which will
be equal to the number of days remaining under the Advance Period on such date
of joinder and the denominator will be the total aggregate number of days for the
Advance Period (i.e., 365 days x 2 years = 730 days). 


                    For
purposes of clarification by example, if a new Lender or participant joins this
Agreement on the 120th day after the Closing Date with an additional
Commitment Amount of $25,000,000, the Additional Receivables Loan Fee payable
by Borrower will be calculated as follows: 


                              $25,000,000
x .01 = $250,000 x 610/730 = $208,905


                              Agent
is irrevocably authorized to advance the sums necessary to pay the Additional
Receivables Loan Fee to itself from the proceeds of any Advance under the
Receivables Loan or as an Advance under the Receivables Loan without any
further Request for Receivables Loan Advance from Borrower. 


                              5.2
          Late Charge.
In the event that any payment required under the Receivables Loan is not
received by Agent within ten (10) Business Days after the due date, Borrower
agrees to pay a late charge equal to three percent (3%) of the amount due and
payable to defray the expenses incident to handling such delinquent payments,
and to compensate Agent and Lenders for the harm and damages related to such
late payments. Borrower hereby acknowledges and agrees that such late charges
are reasonable in light of the anticipated and the actual harm caused by the
late payments; the difficulties of proof of loss, harm and damages; and the
inconvenience and non-feasibility of Agent and Lenders otherwise obtaining an
adequate remedy. Acceptance of such late charge will not constitute a waiver of
the default with respect to the overdue installment, and will not prevent Agent
and Lenders from exercising any of the other rights and remedies available
under the Loan Documents. 


27






                              5.3
          Non-Utilization
Fee. Subject to Section 6.8 below, on the first anniversary of the date of
this Agreement and on each anniversary date thereafter during the Receivables
Loan Advance Period, Borrower agrees to pay to Agent, for its own benefit, a
non-utilization fee equal to 1.00% per annum of the difference between (a)
Fifty-Three Million Dollars ($53,000,000), and (b) the average outstanding
aggregate monthly principal balance of the sum of the Receivables Loan and the
Existing Loan during the immediately preceding twelve (12) month period. Such
non-utilization fee shall be payable on or before the 15th day
following the anniversary date of this Agreement during the Receivables Loan
Advance Period. Agent is irrevocably authorized to advance the sums necessary
to pay such fee to itself from the proceeds of any Advance under the
Receivables Loan or as an Advance under the Receivables Loan without any
further Request for Receivables Loan Advance form from Borrower. If the average
aggregate monthly outstanding principal balance of the sum of the Receivables
Loan and the Existing Loan was equal to or greater than Fifty-Three Million
Dollars ($53,000,000) during such twelve (12) month period, then such fee shall
not be due. 


                              5.4
          Change of
Control Fee. In the event that a Change of Control
occurs as of or at any time prior to the second anniversary date of this
Agreement, Borrower agrees to pay to Agent, for the benefit of Lenders, an
amount equal to the greater of (a) $1,000,000 (the “Change of Control Fee”) or (b) the prepayment fee that would
otherwise be due and payable to Agent, for the benefit of Lenders, pursuant to Section 6.6 below. In the event that a
Change of Control occurs at any time after the second anniversary date of this
Agreement, Borrower agrees to pay to Agent, for the benefit of Lenders, the
prepayment fee then due and payable to Agent, for the benefit of Lenders,
pursuant to Section 6.6
below. Such Change of Control Fee or prepayment fee, as applicable, shall be
fully earned and due and payable in full upon the occurrence of a Change of
Control and shall not be refundable in whole or in part. Notwithstanding the
foregoing, Agent agrees that Agent may, at its sole and absolute discretion,
waive such Change of Control Fee or prepayment fee, as applicable, if the
Person or group of Persons effecting the Change of Control event agrees (i) to
continue the Receivables Loan, (ii) to be bound by the terms of this Agreement
and the other Loan Documents, and (iii) to execute and deliver to Agent such
amendment and joinder documents and other due diligence deliveries as Agent may
require. 


                    6.        Payments. 


                              6.1
          Collections.
(a) All payments (principal, interest and fees) made on account of the Lender
Portfolio Timeshare Loans shall be paid to Agent, for the benefit of Lenders,
via wire transfer once each Business Day pursuant to the Lockbox Agreement.
Prior to the occurrence of an Event of Default, all such amounts received by
Agent shall be applied twice a month by Agent, on the first (1st)
and fifteenth (15th) day of the month (i) first to the payment of
any fees, costs, expenses, charges and indemnification obligations payable by
Borrower under the Loan Documents, including without limitation those payable
under Section 29.6 and Section 29.19, or past due amounts
owing by Borrower to Agent and Lenders in connection with the Receivables Loan,
(ii) second, to interest accrued on the unpaid principal balance of the
Receivables Loan through the preceding Business Day, (iii) third, to the
principal balance of the Receivables Loan, and (iv) finally, to all other
unpaid Obligations. Upon the
occurrence of any Event of Default, all payments on the Lender Portfolio
Timeshare Loans may be applied by Agent towards the repayment of the
Obligations in such order as Agent may elect. 


28






                                                  (b)
In the event that the (collections with respect to the Lender Portfolio
Timeshare Loans) received by Agent include payments for items other than
principal and interest payable under the Notes assigned to Agent, for the
benefit of Lenders, (e.g. tax and insurance impounds, maintenance and other
Assessment payments, late charges, “NSF” or returned check charges, misdirected
payments or deposits, etc.), Agent shall remit such other payments back to
Borrower provided that (i) no Event of Default or Incipient Default exists,
(ii) Borrower requests in writing that Agent remit such other payments back to
Borrower, (iii) Borrower specifically identifies (inclusive of the amount of)
such other payments, (iv) Borrower provides Agent 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 Agent may adjust the
Receivables Loan balance to give effect to such remitted amounts to Borrower.


                                                  (c)
Whether or not the collections on account of the Lender Portfolio Timeshare
Loans or the proceeds of the Collateral shall be sufficient for that purpose,
Borrower shall pay when due all payments of principal, interest, and other
amounts required to be made pursuant to any of the Loan Documents. Borrower’s
obligation to make the payments required by the terms of the Loan Documents is
absolute and unconditional. 


                              6.2
          Additional
Mandatory Payments. Notwithstanding the foregoing,
if at any time the aggregate outstanding principal amount of the Receivables
Loan outstanding is greater than (a) eighty-five percent (85%) multiplied by
the remaining principal payments due under Qualified Timeshare Loans comprising
the Lender Portfolio Timeshare Loans, or (b) any other restriction or
limitation set forth in this Agreement, including without limitation, those set
forth in Section 2.2, then
within ten (10) days after notice to Borrower, Borrower agrees to either (a) at
Borrower’s sole option (i) prepay an amount equal to such difference together
with accrued interest thereon, or (ii) pledge additional Qualified Timeshare
Loans as part of the Lender Portfolio Timeshare Loans in an amount sufficient
to cure the deficiency, or (b) at Agent’s sole option, prepay, in part, and
pledge additional Qualified Timeshare Loans, in part, in a total amount
sufficient to cure the deficiency. For purposes of calculating required
payments under this section, any Delinquent Loans or Timeshare Loans described
in Sections 12.1(a), (b), (c) and (d)
shall not be deemed to be Qualified Timeshare Loans. 


                              6.3
          Minimum Payments.
In the event that the amounts received by Agent pursuant to the provisions of Section 6.1 are insufficient to pay the
accrued interest on the unpaid principal balance of the Receivables Loan for
any calendar month, then and in that event, Borrower agrees to pay to Agent,
for the benefit of Lenders, the unpaid accrued interest for such month within
five (5) Business Days after notice from Agent. 


                              6.4
          Final Payment
Date. If not sooner paid, Borrower agrees to pay
to Agent, for the benefit of Lenders, all amounts owing by Borrower to Agent
and Lenders on account of the Receivables Loan and all other Obligations owing
by Borrower to Agent and Lenders pursuant to this Agreement on the Receivables
Loan Maturity Date. 


                              6.5
          Reinstatement of
Obligations. Borrower agrees that, to the extent
any payment or payments are made on any Obligations and such payment or
payments, or 


29






any part thereof, are subsequently invalidated, declared to be
fraudulent or preferential, set aside or are required to be repaid to a
trustee, receiver, or any other Person under any Debtor Relief Laws, state or
federal law, common law or equitable cause, then to the extent of such payment
or payments, the Obligations or any part thereof hereunder intended to be
satisfied shall be revived and continued in full force and effect as if said
payment or payments had not been made. 


                              6.6
      Prepayments.
Borrower may not prepay any of the principal balance of the Receivables Loan
(not including the principal balance of the Existing Loan) during the
Receivables Loan Advance Period. After the end of the Receivables Loan Advance
Period, Borrower may prepay all or any part of the principal balance of the
Receivables Loan following delivery of not less than thirty (30) days’ prior
written notice to Agent and upon payment of the applicable fee to Agent, for
the benefit of Lenders, as set forth below. Any prepayment shall not relieve
Borrower of its obligation to make all regularly scheduled payments hereunder.
The following prepayment fees on the Receivables Loan shall be payable:


                                        (a)
          Each
prepayment made in the first Loan Year shall be accompanied by a prepayment fee
equal to 3% of the principal amount prepaid; 


                                        (b)
          Each
prepayment made in the second Loan Year shall be accompanied by a prepayment
fee equal to 2% of the principal amount prepaid; 


                                        (c)
          Each
prepayment made in the third Loan Year shall be accompanied by a prepayment fee
equal to 1% of the principal amount prepaid; provided, however, any prepayment
made within six (6) months prior to the Receivables Loan Maturity Date shall
not require any prepayment fee, provided that such prepayment is made in
full and not in part; and 


                                        (d)
          Any
prepayment made after the third Loan Year shall not require any prepayment fee.



                    In
the event that Agent or any Lender voluntarily agrees to accept a prepayment
prior to the end of the Receivables Loan Advance Period or is compelled to
accept a prepayment prior to the end of the Receivables Loan Advance Period,
Borrower agrees to pay to Agent, for the benefit of Lenders, a prepayment fee
equal to 5% of the amount prepaid. 


                    In
the event Agent or any Lender exercises its right to accelerate payments under
the Receivables Loan following an Event of Default or otherwise, any tender of
payment of the amount necessary to repay all or part of the Receivables Loan
made thereafter at any time by Borrower, its successors or assigns or by anyone
on behalf of Borrower shall be deemed to be a voluntary prepayment and in
connection therewith Agent and Lenders shall be entitled to receive the fee
required to be paid under the foregoing prepayment restrictions. 


                    Borrower
shall be entitled (and is obligated) to prepay the balance of the Receivables
Loan to the extent such prepayment results from a shortfall in sums received
from Purchasers under Lender Portfolio Timeshare Loans and to the extent such
prepayment results from a formerly Qualified Timeshare Loan no longer being
deemed “Qualified”. Borrower shall not be liable to pay a prepayment fee
resulting from payments described in the immediately preceding sentence, unless
Borrower has solicited accelerated payments from Purchasers. 


30






                    Borrower
shall also be entitled to prepay the balance of the Receivables Loan, without
any prepayment fee, to the extent such prepayment results from a Timeshare Loan
being removed from the Lender Portfolio Timeshare Loans due to a refinance of
the Note related thereto resulting from an upgrade by a Purchaser. 


                    Notwithstanding
anything to the contrary set forth in this Section
6.6, upon the occurrence of a Change of Control, subject to the
exception set forth in Section 5.4,
Borrower shall be obligated to prepay the balance of the Receivables Loan in
accordance with Section 6.7
below, together with the prepayment fee or Change of Control Fee, as
applicable, pursuant to Section 5.4
above. 


                    The
prepayment fees shall be presumed to be the amount of damages sustained by
Agent and Lenders as a result of such prepayment and Borrower agrees that such
prepayment fees are reasonable under the circumstances currently existing. The
prepayment fees provided for in this Section shall be deemed included in the
Obligations and shall be secured by the Collateral. 


                    Notwithstanding
anything to the contrary set forth in this Section
6.6, prepayments of the principal balance of the Existing Loan
shall be governed by the terms and conditions set forth in Section 5.6 of the Existing Loan
Agreement. 


                              6.7
          Change of Control Payment.
Upon the occurrence of a Change of Control, subject to the exception set forth
in Section 5.4, Borrower
shall immediately pay to Agent, for the benefit of Lenders, all amounts owing
by Borrower to Agent and Lenders on account of the Receivables Loan and all
other Obligations owing by Borrower to Agent and Lenders pursuant to this
Agreement, including, without limitation, the Change of Control Fee or
prepayment fee, as applicable, pursuant to Section
5.4 above. Upon such payment, and without limiting the effect of
such payment, no further non-utilization fee, as set forth in Section 5.3, shall be due by Borrower
to Agent. 


                              6.8
          Application of Payments.
Prior to the occurrence of an Event of Default, all collections received by
Agent, for the benefit of Lenders, with respect to the Lender Portfolio
Timeshare Loans shall be applied to the Obligations as set forth in Section 6.1. Prior to the occurrence of
an Event of Default, all other payments received by Agent, for the benefit of
Lenders, with respect to the Receivables Loan shall be applied to the
Obligations as directed by Borrower, or if no direction is received by Agent,
as Agent may elect in its discretion. Upon the occurrence of any Event of
Default, Agent at its option, may apply any and all collections and other
payments received from Borrower with respect to any of the Collateral to
accrued interest, outstanding principal and other sums due hereunder, under the
Loan Documents in such order and with respect to the Obligations, as Agent in
its discretion elects. To the extent that Borrower fails to pay to Agent, for
the benefit of Lenders, any fees, costs, expenses, charges or indemnification
obligations under the Loan Documents, Agent, at its option, may apply all or
part of such payments towards such fees, costs, expenses and indemnification
obligations.


                              6.9
          Indemnity.
Borrower agrees to indemnify Agent and Lenders against any loss or expense
which Agent or any Lender sustains or incurs as a consequence of an Event of
Default, including, without limitation, any failure of Borrower to pay when due
(at 


31






maturity, by acceleration or otherwise) any principal, interest, fee or
any other amount due under this Agreement or the other Loan Documents, but only
to the extent that any such loss or expense did not arise out of Agent’s or any
Lender’s gross negligence or willful misconduct. If Agent and Lenders sustain
or incur any such loss or expense which constitutes the failure to pay when due
(at maturity, by acceleration or otherwise) any principal, interest, fee or any
other amount due under this Agreement), Agent will notify Borrower in writing
of the amount determined in good faith by Agent to be necessary to indemnify them
for such loss or expense. Such amount will be due and payable by Borrower to
Agent, for the benefit of Lenders, within five (5) Business Days after
presentation by Agent of a statement setting forth a brief explanation of and
its calculation of such amount, which statement shall be conclusively deemed
correct absent manifest error. Any amount payable by Borrower under this
Section will bear interest at the Default Rate from the due date until paid,
both before and after judgment. 


                              6.10
      General.
The Receivables Loan, all interest thereon and all other sums payable by
Borrower under the Loan Documents shall be paid in immediately available funds
in U.S. Dollars according to the terms of the Loan Documents. 


                    7.        Security; Guaranties.


                              7.1
     Security.
The Obligations shall be secured by, and Borrower hereby grants to Agent, for
the benefit of Lenders, a security interest in and to, all right, title and
interest of the Borrower in the following (collectively, the “Collateral”):


                                        (a)
          All
Lender Portfolio Timeshare Loans, together with all Purchase Agreements,
Mortgages, Notes and other Consumer Documents related thereto; all payments due
or to become due thereunder in whatever form, including without limitation
cash, checks, notes, drafts and other instruments for the payment of money; and
all books and records, including all computer records, relating thereto. 


                                        (b)
          All
proceeds, property, property rights, privileges and benefits arising out of,
from the enforcement of, or in connection with, all present and future Lender
Portfolio Timeshare Loans and all Purchase Agreements, Mortgages, Notes and
other Consumer Documents related thereto, including without limitation, to the
extent applicable, all property returned by or reclaimed or repossessed from
purchasers thereunder, all rights of foreclosure, termination, dispossession,
repossession, all documents, instruments, contracts, liens and security
instruments and guaranties relating to such Lender Portfolio Timeshare Loans,
Mortgages, Notes and other Consumer Documents, all collateral and other
security securing the obligations of any Person under or relating to such
Lender Portfolio Timeshare Loans, Mortgages, Notes and other Consumer
Documents, including, without limitation, all Owner Beneficiary Rights under
the Trust Agreement in respect of such Lender Portfolio Timeshare Loans and all
of the Borrower’s rights or interest in all other property (personal or other),
if any, the sale of which gave rise to such Lender Portfolio Timeshare Loans,
all rights and remedies of whatever kind or nature Borrower may hold or acquire
for the purpose of securing or enforcing such Lender Portfolio Timeshare Loans,
Mortgages, Notes and other Consumer Documents, and all general intangibles
relating to or arising out of such Lender Portfolio Timeshare Loans, Mortgages,
Notes and other Consumer Documents. 


32






                                        (c)          All
of Borrower’s accounts receivable, chattel paper, contract rights, documents,
instruments, pre-authorized account debit agreements, general intangibles and
choses-in-action, claims and judgments, solely related to all Lender Portfolio
Timeshare Loans.


                                        (d)          All
of Borrower’s rights under any Title Insurance Policies covering Mortgages
assigned to Agent, for the benefit of Lenders, in which Borrower now or
hereafter has any interest to the extent related to any Lender Portfolio
Timeshare Loans.


                                        (e)          Any
and all proceeds of the foregoing.


                                        (f)          Any
and all other property now or hereafter serving as security for the
Obligations. 


                    Notwithstanding
the foregoing, in the event that any Lender Portfolio Timeshare Loan becomes a
Delinquent Loan and such Delinquent Loan has been replaced and/or repaid as set
forth in Sections 12.1 and 12.2 of this Agreement, then Agent and
Lenders shall release their lien on the collateral securing such Delinquent
Loan.


                    All
liens and security interests shall be first priority liens and security interests.
Borrower, Agent and Lenders hereby agree that this Agreement shall be deemed to
be a security agreement under the Uniform Commercial Codes of the State of
Connecticut and the Commonwealth of Massachusetts. Accordingly, in addition to
any other rights and remedies available to Agent and Lenders hereunder, Agent
and each Lender shall have all the rights of a secured party under the
Connecticut and Massachusetts Uniform Commercial Codes.


                    The
above-described liens and security interests shall not be rendered void by the
fact that no Obligations in respect of the Receivables Loan or the Existing
Loan exist as of any particular date, but shall continue in full force and
effect until (i) all Obligations under this Agreement and the other Loan
Documents pertaining to the Receivables Loan have been fully and finally paid,
performed and satisfied, and (ii) all Obligations under the Existing Loan
Agreement and the other Existing Loan Documents pertaining to the Existing Loan
have been fully and finally paid, performed and satisfied, and Agent and
Lenders have no agreement or commitment outstanding pursuant to which Agent or
any Lender may extend credit to or on behalf of Borrower and Agent has executed
termination statements or releases with respect
thereto. IT IS THE EXPRESS INTENT OF BORROWER THAT ALL OF THE
COLLATERAL SHALL SECURE ALL PRESENT AND FUTURE OBLIGATIONS OF BORROWER TO AGENT
AND LENDERS UNDER THIS AGREEMENT AND THE EXISTING LOAN AGREEMENT.


                              7.2          Endorsement
of Notes; Assignment and Delivery. The original
Note evidencing each of the Timeshare Loans shall be delivered to Agent and
shall be endorsed to Agent with the following signed form of Endorsement:


                    Pay
to the order of Liberty Bank, as Agent, with recourse.


                    Bluegreen
Corporation


33









	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By: 

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name/Title: 

 	
  

 
	
  

 	
  

 	
  

 	

 


 



                    To
the extent that any of such Notes had previously been endorsed by Borrower to
another Person, such Person shall have re-endorsed such Notes back to Borrower.


                    Each
of the Timeshare Loans shall be collaterally assigned to Agent, for the benefit
of Lenders, by written Assignment (the “Assignment”), duly executed on behalf of
Borrower in substantially the form attached hereto as Exhibit C, provided
that a batch Assignment shall also be deemed acceptable to Lender. Each
Assignment shall be in a form which is properly recordable in the applicable
real estate records in the state in which the applicable Project is located.


                              7.3          Lockbox
Agreement. All amounts payable on account of the Lender
Portfolio Timeshare Loans shall be received by a financial institution or other
entity approved by Agent (“Lockbox Bank”) and transmitted by Lockbox
Bank to Agent or any entity designated by Agent in accordance with the
provisions of an agreement among Borrower, Agent, Servicer and Lockbox Bank in
form and content acceptable to Borrower and Agent (the “Lockbox Agreement”). Bank of
America, N.A. shall be deemed by Agent to be an approved Lockbox Bank. All
payments on account of Lender Portfolio Timeshare Loans shall be deposited in
an account maintained by Borrower for the benefit of Agent with the Lockbox
Bank and shall be transmitted to Agent by wire transfer by the Lockbox Bank
once each Business Day, pursuant to the Lockbox Agreement.


                    At
any time after Lockbox Bank shall fail to keep and perform its obligations
under the Lockbox Agreement to the satisfaction of Agent, Borrower shall, upon
the written request of Agent, terminate such agreement in accordance with its
terms. If the Lockbox Agreement shall be terminated by Agent, the Lockbox Bank
or, with the consent of Agent, by Borrower, Borrower shall, prior to the
effective date of such termination, enter into a similar arrangement with
another financial institution satisfactory to Agent, or at Agent’s option make
other arrangements satisfactory to Agent, in its sole discretion, for the
collection and transmittal to Agent, for the benefit of Lenders, of payments
made on account of Timeshare Loans then and thereafter assigned to Agent, for
the benefit of Lender, pursuant to this Agreement.


                    Borrower
expressly acknowledges and agrees that an action for damages for any breach of
the requirements of this Section 7.3
shall not be an adequate remedy at law. In the event of any such breach,
Borrower agrees to the fullest extent allowed by law that Agent and Lenders
shall be entitled to injunctive relief to restrain such breach and require
compliance with such requirements.


                    Borrower
hereby agrees to indemnify and hold Agent and Lenders harmless from and against
any claims, demands, expenses, costs, damages, liabilities, setoffs,
recoupments and expenses associated with the Lockbox Agreement regardless of
whether or not Lockbox Bank is liable or responsible for such items under the
express terms of the Lockbox Agreement, except to the extent such claims,
demands, expenses, costs, damages, liabilities, setoffs, recoupments and
expenses are found in a final non-appealable judgment by a court of competent
jurisdiction to


34






have resulted from the gross negligence or willful misconduct of the
Agent, any Lender or Lockbox Bank. By way of example, but without limiting any
other possibilities, Borrower shall, subject to the foregoing sentence,
indemnify and hold Agent and Lenders harmless from and against any claims,
demands, expenses, costs, damages, liabilities, setoffs, recoupments and
expenses (including, without limitation, reasonable attorney’s fees and court
costs) both legal and equitable, associated with the Lockbox Agreement
regardless of whether or not Lockbox Bank may avoid or limit its responsibility
by claiming (i) that Agent had a duty to notify Lockbox Bank of any errors,
discrepancies and/or irregularities under the Lockbox Agreement, (ii) that
Lockbox Bank’s liability cannot exceed the service charges charged in
connection with the Lockbox Agreement for the most recent twelve-month period,
and (iii) that Lockbox Bank’s liability does not extend to special, incidental,
indirect or consequential damages. 


                              7.4          Servicing
Agreement. The Lender Portfolio Timeshare Loans
shall be serviced by Borrower (in its capacity as servicer, and any
third party successor servicer, the “Servicer”), provided that,
the terms and conditions of such servicing shall at all times be acceptable to
Agent and Borrower and shall be in writing in the form of a bi-party servicing
agreement between Borrower and Agent (the “Servicing Agreement”). Agent shall also
engage Concord Servicing Corporation (“Concord”) as a “warm” back-up servicer to
take over as servicer, in its commercially reasonable discretion at any time
whether or not an Incipient Default of Event of Default then exists, and as of
the date hereof, Borrower, Concord and Agent shall enter into a back-up
servicing agreement on terms and conditions acceptable to Agent (the “Back-Up
Servicing Agreement”).


                              7.5          Custodial
Agreement. The Loan Files related to the Lender
Portfolio Timeshare Loans shall be held for the benefit of Agent and Lenders by
U.S. Bank National Association or another entity approved by Agent (“Custodian”)
pursuant to the provisions of an agreement among Agent, Borrower and Custodian
in form and content acceptable to Agent, Custodian and Borrower (the “Custodial
Agreement”). At any time after Custodian shall fail to keep and
perform its obligations under the Custodial Agreement to the reasonable
satisfaction of Agent, Agent may terminate such agreement in accordance with
the terms of such Custodial Agreement. 


                              7.6          Notice
to Purchasers.


                                            
(a)          Each
Purchaser with a Lender Portfolio Timeshare Loan shall be directed by Borrower,
in writing, to make all payments on account of such Lender Portfolio Timeshare
Loan (i) by automatic debit to such Purchaser’s bank account, to be initiated
by and to be paid to Lockbox Bank; (ii) by check payable to the order of
Borrower pursuant to the Lockbox Agreement and to mail such checks to the
Lockbox Bank at the address specified in the Lockbox Agreement; or (iii) by
credit card payment for processing through Borrower’s merchant account with
such payment to be deposited through the Lockbox Bank into Agent’s deposit
account.


                                              (b)          Borrower
shall deliver to Agent at the Closing, a form of notice to Purchasers advising
them of the collateral assignment of their Lender Portfolio Timeshare Loan to
Agent and directing that all payments on account of such Purchaser’s Lender
Portfolio Timeshare Loan be made as directed in Section 7.6(a), which
notice (the “Notice to 


35






Purchasers”) shall be in the form attached
hereto as Exhibit D. Agent
shall have the right, at any time upon the occurrence and during the
continuance of an Event of Default, to send an original or a copy of such
Notice to Purchasers to each Purchaser with a Lender Portfolio Timeshare Loan.


                                             
(c)          In
addition, Borrower hereby grants to Agent a power of attorney, at Borrower’s
cost, to give notice in writing or otherwise, upon the occurrence and during
the continuance of an Event of Default, in such form or manner as Agent may
deem advisable in its sole discretion, to each Purchaser with a Lender
Portfolio Timeshare Loan of such assignment with direction to make all payments
on account of such Lender Portfolio Timeshare Loan in accordance with such
instructions as Agent may deem advisable in its sole discretion. This power of
attorney being coupled with an interest is irrevocable.


                                             
(d)          Borrower
authorizes Agent and Servicer (but Agent and Servicer shall not be obligated)
to communicate at any time, upon the occurrence and during the continuance of
an Event of Default, with any Purchaser or any other Person primarily or
secondarily liable under a Lender Portfolio Timeshare Loan with regard to the
lien of Agent and Lenders thereon and any other matter relating thereto.


                              7.7          Payments
to be Forwarded. If Borrower shall, at any time
and for any reason, receive any payment on account of any Lender Portfolio
Timeshare Loan, it shall hold such payments in trust for the benefit of Agent
and Lenders and shall deliver such payment, in the form received, with any
necessary endorsements, within two (2) Business Days after receipt, to the
Lockbox Bank for collection and deposit as required in the Lockbox Agreement.


                              7.8          Cancellation
and Modifications of Notes. As long as any
Timeshare Loan is included in the Lender Portfolio Timeshare Loans, Borrower
shall not cancel or modify the Note related thereto; provided, however,
that Borrower may modify the Note in connection with a Permitted Modification.


                              7.9          Permitted
Contests. Notwithstanding anything in the Loan
Documents or otherwise to the contrary, after prior written notice to Agent,
Borrower at its expense may contest, by appropriate legal or other proceedings
conducted in good faith and with due diligence, the amount or validity of any
tax, charge, assessment, statute, regulation, or any monetary lien on the
Collateral, so long as: (i) in the case of an unpaid tax, charge, assessment or
lien, such proceedings suspend the collection thereof from Borrower and the
Collateral, and shall not interfere with the payment of any monies due under
the Collateral in accordance with the terms of the Loan Documents; (ii) none of
the Collateral is, in the judgment of Agent, in any imminent danger of being
sold, forfeited or lost; (iii) in the case of a statute or regulation, neither
Borrower nor Agent is in any danger of any civil or criminal liability for
failure to comply therewith; and (iv) Borrower has furnished such security, if
any, as may be required in the proceedings or as Agent reasonably requests up
to 100% of the amount in controversy.


                              7.10          Cross-Collateralization.
The Collateral shall also secure all obligations of
Borrower pursuant to the Existing Loan Agreement and all Existing Loan
Documents. All liens, pledges, assignments, mortgages, security interests and
collateral granted pursuant to the Existing Loan Documents shall also secure
the Obligations. Notwithstanding the


36






foregoing, upon the payment in full of the Receivables Loan and
termination of this Agreement and the other Loan Documents, Agent and Lenders
agree that (a) the liens, pledges, assignments, mortgages, security interests
and collateral granted by Borrower to Agent or any Lender pursuant to this
Agreement or the other Loan Documents shall be released as provided in Section
7.11 below, and (b) the Collateral shall no longer secure any
obligations of Borrower pursuant to the Existing Loan Agreement or the Existing
Loan Documents.


                                 7.11          Release.
In the event of (i) a partial prepayment of the
Receivables Loan subject to the terms and conditions set forth in Section
6.6 of this Agreement, or (ii) a prepayment in full of the
Receivables Loan and termination of this Agreement and the other Loan
Documents, Agent shall release its security interest and assign or deliver to
Borrower such Timeshare Loans, Notes, Mortgages and other related Collateral
assigned to Agent, for the benefit of Lenders, under this Agreement or the
other Loan Documents, provided that, if such prepayment is a
partial prepayment of the Receivables Loan permitted under Section 6.6 of this
Agreement, Agent and Borrower shall mutually agree as to the collateral pool to
be released, so that (i) the quality and nature of the Timeshare Loans, Notes,
Mortgages and other related Collateral from a credit underwriting standard
after such release is materially consistent with the quality and nature of the
Timeshare Loans, Notes, Mortgages and other related Collateral from the credit
underwriting standard that existed immediately prior to such partial prepayment
and release, (ii) Borrower maintains the borrowing base formula set forth in Section
2.1 of this Agreement of eighty-five percent (85%) of the unpaid
principal balance of Qualified Timeshare Loans included within the Lender
Portfolio Timeshare Loans assigned to Agent in connection with prior Advances,
and (iii) no Default or Event of Default will result from such release. All
releases by Agent to Borrower shall be (a) in form reasonably satisfactory to
Agent, and (b) at the Borrower’s cost and expense.


                    8.          Representations
and Warranties. As an inducement to Agent and
Lenders to advance funds to Borrower, Borrower represents and warrants to Agent
and Lenders as follows: 


                                 8.1          Organization;
Power.


                                              
(a)          Borrower.
Borrower is a corporation duly formed, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts, duly licensed or qualified
and in good standing as a foreign corporation under the laws of each
jurisdiction in which the character or location of the properties owned by it
or the business transacted by it requires such licensing or qualification,
except where the failure to be so licensed or qualified would not reasonably be
expected to result in a Material Adverse Change, having full power and lawful
authority to enter into the Loan Documents, perform its obligations under the
Loan Documents and carry on its business as it is now being conducted or as
proposed to be conducted.


                                              
(b)          Associations.
Each Association is a non-profit corporation or cooperative association duly
organized, validly existing and in good standing under the laws of the state or
jurisdiction in which the applicable Project is located, having full power and
lawful authority to perform its obligations under the applicable related
Declaration and 


37






applicable Management Agreement, and carry on its business as it is now
being conducted or as proposed to be conducted.


                              8.2          
Licenses. Borrower and its Affiliates, and, to
the best of Borrower’s knowledge, the Associations and their respective
employees, servants and agents have and will have all material licenses,
permits, consent, orders, registrations, approvals and other authority as may
be necessary to enable them to own and operate their business, to perform all
services and business which they have agreed to perform in any state,
municipality or other jurisdiction, to operate the Projects, to sell Timeshare
Interests and to make Timeshare Loans.


                              8.3          
Transaction is Legal and Enforceable. The
execution and delivery of this Agreement and all other Loan Documents and the
performance by Borrower of its obligations hereunder and thereunder are within
the powers and purposes of Borrower. This Agreement and all other Loan
Documents to which Borrower is a party are valid, legal and binding upon
Borrower, enforceable against Borrower in accordance with their terms.


                              8.4          Due
Authorization; No Legal Restrictions. The execution
and delivery by Borrower of the Loan Documents, the consummation of the
transactions contemplated by the Loan Documents and the fulfillment and
compliance with the respective terms, conditions and provisions of the Loan
Documents: (a) have been duly authorized by all requisite corporate action of
Borrower, (b) will not conflict with or result in a breach of, nor constitute a
default (or which would reasonably be expected to, upon the passage of time or
the giving of notice or both, constitute a default) under, any of the terms,
conditions or provisions of any applicable statute, law, rule, regulation or
ordinance or Borrower’s Governing Documents or any indenture, mortgage, loan or
credit agreement, instrument or other document to which Borrower may be bound
or affected, or any judgment or order of any court or governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, and
(c) will not result in the creation or imposition of any lien, charge or
encumbrance of any nature whatsoever upon any of the property or assets of
Borrower under the terms or provisions of any such agreement or instrument,
except liens in favor of Agent and Lenders.


                              8.5          No
Breach or Default of Other Agreements; Compliance with Other Agreements.
Neither the execution and delivery of the Loan Documents on behalf of Borrower
nor the performance by Borrower of the transactions contemplated hereby (a)
will violate any provision of any applicable Legal Requirements, or (b) to the
best of Borrower’s knowledge, will constitute or with the passage of time or
giving of notice will result in the breach of any term or provision or
constitute a default under or result in the acceleration of any obligation
under any agreement or other instrument to which Borrower is a party, or by
which Borrower, or any of its property or assets are bound, the effect of which
would reasonably be expected to result in a Material Adverse Change. Borrower
is not in default under or with respect to any mortgage, lease or agreement to
which it is a party or by which it or any of its properties are bound, the
effect of which would reasonably be expected to result in a Material Adverse
Change, and to the best of Borrower’s knowledge, no event or condition which,
after notice or lapse of time or both, would constitute a default thereunder
such that the result thereof would reasonably be expected to result in a
Material Adverse Change, exists. To the best of Borrower’s knowledge, Borrower
has not received any written notice, from any source, including without
limitation, any mortgagee or lessor, with respect to any claimed default by 


38






Borrower with respect to any such mortgage, lease or agreement, the
effect of which would reasonably be expected to result in a Material Adverse
Change.


                              8.6          
Litigation. Except as set forth on Schedule
8.6, there are no actions or proceedings pending or to the best
of Borrower’s knowledge, threatened, against or affecting any Project, the
Collateral, Borrower, or its properties, at law or in equity before any court
or before any governmental or regulatory authority or agency, arbitration board
or other tribunal, which would reasonably be expected to result in a Material
Adverse Change. Neither Borrower nor any Affiliate of Borrower has received any
written notice from any court, governmental authority or other tribunal
alleging that Borrower, any Affiliate of Borrower or any Project has violated
in any material respect the Timeshare Act, any of the rules or regulations
thereunder, the Declarations or any other applicable Legal Requirements,
agreements or arrangements, in a manner which would reasonably be expected to
result in a Material Adverse Change.


                              8.7          Taxes.
Borrower is not in default in the payment of any real property, personal
property or income tax or in the filing of any tax return required to be filed
under any tax law (federal, state and local) applicable to it or its
properties. All taxes shown by said returns to be payable and all interest and
penalties, if any, in respect thereof, have been fully paid when due, except to
the extent that such taxes, assessments, fees and other governmental charges or
the failure to pay the same would not be material to the respective business,
properties or assets of Borrower. To the best of Borrower’s knowledge, no
taxing authority has questioned or disputed the accuracy or completeness of any
such tax return. No taxing authority has notified Borrower of any basis for any
such question or dispute or investigation except as set forth on Schedule
8.7. No tax-related audit is pending or, to the best of
Borrower’s knowledge, threatened with respect to Borrower or any Association
except as set forth on Schedule 8.7. All taxes (including
sales taxes) related to the operation of the Projects, the ownership or use of
the Projects and the sale of Timeshare Interests in respect of the Projects,
which are due and payable, have been paid in full, except for permitted contests
under Section
7.9 or which are otherwise being conducted in good faith and for
which Borrower has maintained adequate reserves in accordance with GAAP. All
tax returns and reports required to be filed by Borrower, if any, have been
timely filed, or proper extensions for filing have been obtained. Borrower has
no knowledge of any proposed tax assessment against Borrower that could be
material to its business, properties, assets, operations, condition (financial
or otherwise) or business prospects except as set forth on Schedule 8.7.


                              8.8          Insurance.
All the insurance required by the Declarations related to Associations managed
by the Vacation Club Manager, the Loan Documents and this Agreement to be
obtained has been obtained, is presently in full force and effect and all
premiums thereon have been fully paid when due to date. Each of Borrower’s
certificates evidencing, as applicable, casualty or liability insurance and in
respect to which Agent, for the benefit of Lenders, has been indicated as a
loss payee, additional insured or certificate holder, as applicable, shall
provide that the related policy may not be canceled or materially changed
except upon (i) providing ten (10) days’ prior written notice, with respect to
casualty insurance coverage, and (ii) endeavoring to provide ten (10) days’
prior written notice, with respect to liability insurance coverage, of
intention of non-renewal, cancellation or material change to Agent and that no
act or thing done by Borrower shall invalidate any policy as against Agent or


39






any Lender; provided, however, that Borrower agrees to
use commercially reasonable efforts to require the applicable insurer to
provide thirty (30) days’ prior written notice of cancellation. Agent has been
named as an additional insured, certificate holder or loss payee on such
certificates, as applicable.


                              8.9
             Consents.
No consent, approval, order or authorization of, or registration with, any
governmental authority, or any other Person, which has not been properly obtained
and remains in full force and effect, is required in connection with the valid
execution and delivery of this Agreement or any other Loan Documents by
Borrower, or the performance by Borrower of the transactions contemplated
hereby or thereby.


                              8.10
          No Violation of
Law. Neither Borrower nor any Affiliate of
Borrower involved in the operations of any of the Projects is in violation of
any Legal Requirements to which it is subject, which would reasonably be expected
to result in a Material Adverse Change. Neither Borrower nor any Affiliate of
Borrower has failed to obtain any material license, permit, franchise or other
governmental authorization necessary to the ownership of its property or to the
conduct of its business as the same is presently conducted and as proposed to
be conducted, including, but not limited to, development and construction of
the Projects, marketing and selling Timeshare Interests, the making of
Timeshare Loans and the financing of the sale of Timeshare Interests, which
failure would reasonably be expected to result in a Material Adverse Change.


                              8.11
          Financial
Statements.


                                               
(a)          The
audited financial statements of Borrower for the fiscal year ended December 31,
2009 and the interim financial statements of Borrower for the fiscal quarter
ended September 30, 2010, copies of which have been furnished to Agent, have
been prepared on a consolidated basis, are complete and correct and fairly
present the financial condition of Borrower and its subsidiaries as at such
date and the results of the operations of Borrower and its subsidiaries for the
periods covered by such statements, all in accordance with GAAP.


                                               
(b)          The
financial statements of the Associations managed by the Vacation Club Manager
for the fiscal year ended December 31, 2009, copies of which have been
furnished to Agent, are complete and correct and fairly present the financial
condition of such Associations as at such date and the results of the
operations of such Associations for the period covered by such statement, all
in accordance with GAAP.


                              8.12          No
Material Adverse Change in Financial Condition.
Except as set forth on Schedule 8.12, there has been no
Material Adverse Change in the financial condition of Borrower or its
subsidiaries since September 30, 2010. 


                              8.13          Title
to Collateral. The Collateral is and will at all
times be owned by Borrower free and clear of all liens and other encumbrances
of any kind, excepting only liens in favor of Agent or Permitted Encumbrances.
There are no liens or encumbrances against any of the Collateral consisting of
the Lender Portfolio Timeshare Loans, other than liens 


40






in favor of Agent or Permitted Encumbrances. Borrower will defend its
title to the Collateral against any claims of all Persons other than Agent.


                              8.14          Names,
Addresses and States of Formation. During the past
five (5) years, Borrower has not been known by any names and has not been
located at any addresses, other than those set forth on Schedule 8.14. The
portions of the Collateral which are tangible property and have not been
delivered to Agent and the books and records pertaining thereto will at all
times be located at the address for Borrower set forth on Schedule 8.14; or such
other location determined by Borrower after prior notice to Agent and delivery
to Agent of any items requested by Agent to maintain perfection and priority of
Agent’s and Lenders’ security interests and access to such books and records. Schedule
8.14 identifies the chief executive office, principal place of
business and state of formation of Borrower.


                              8.15          Current
Compliance. Except as set forth on Schedule
8.12, Borrower is currently in compliance with all of the terms
and conditions of this Agreement and all other Loan Documents and no Incipient
Default or Event of Default currently exists.


                              8.16          Pension
Plans. Borrower has no obligations with respect to
any employee pension benefit plan (“Plan”) (as such term is defined in the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”))
except as described in Schedule 8.16. No events, including,
without limitation, any “Reportable Event” or “Prohibited Transaction” (as
those terms are defined under ERISA), have occurred in connection with any such
Plan which might constitute grounds for the termination of any such Plan by the
Pension Benefit Guaranty Corporation (“PBGC”) or for the appointment of any United
States District Court of a trustee to administer any such Plan. All such Plans
meet with the minimum funding standards of Section 302 of ERISA. Borrower has
no existing liability to the PBGC. Borrower is not subject to or bound to make
contributions to any “multi-employer plan” as such term is defined in Section
4001(a)(3) of ERISA.


                    The
present value of the aggregate benefit liabilities under any of the Plans,
determined as of the end of such Plan’s most recently ended plan year on the
basis of the actuarial assumptions specified for funding purposes in such Plan’s
most recent actuarial valuation report, did not exceed the aggregate current
value of the assets of such Plan allocable to such benefit liabilities. The
term “benefits liabilities” has
the meaning specified in Section 4001 of ERISA and the terms “current value” and “present value” have the
meanings specified in Section 3 of ERISA. Neither Borrower nor any ERISA
Affiliates have incurred withdrawal liabilities (and are not subject to
contingent withdrawal liabilities) under Section 4201 or 4204 of ERISA. The
term “ERISA Affiliates” means any trade or business (whether
or not incorporated) that is treated as a single employer together with
Borrower under Section 414 of the Internal Revenue Code of 1986, as amended.


                              8.17          Use
of Proceeds/Margin Stock/Governmental Regulations.
None of the proceeds of the Receivables Loan will be used to purchase or carry
any “margin
stock” (as defined under Regulation U of the Board of Governors of
the Federal Reserve System, as in effect from time to time), and no portion of
the proceeds of the Receivables Loan will be extended to others for the purpose
of purchasing or carrying margin stock. None of the transactions contemplated
in this Agreement (including, without limitation, the use of the 


41






proceeds from the Receivables Loan) will violate or result in the
violation of Section 7 of the Securities Exchange Act of 1934, as amended, or
any regulations issued pursuant thereto, including, without limitation,
Regulations G, T, U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R., Chapter 11. Borrower is not an investment company as defined
by the Investment Company Act of 1940, as amended, and is not required to
register under such Act. Borrower is not subject to regulation under the
Federal Power Act, the Public Utility Holding Company Act of 1935, the
Interstate Commerce Act, as the same may be amended from time to time, or any
federal or state statute or regulation limiting its ability to incur Debt. 


                              8.18          Solvency.
Borrower is solvent. No transfer of property is being made by Borrower and no
obligation is being incurred by Borrower 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.


                              8.19
          Insurance.
No notice of cancellation has been received by Borrower with respect to any
insurance policies required under this Agreement and Borrower is in compliance
with all conditions contained in such policies that pertain to Borrower.


                              8.20          Tax
Identification Number. Borrower’s federal tax
identification number is 03-0300793.


                              8.21          Purposely
Omitted.


                              8.22          Restrictive
Contracts. Borrower is not a party to any contract
or agreement, or subject to any lien, charge or restrictions, which materially
and adversely affects its ability to comply with the terms of this Agreement or
would reasonably be expected to result in a Material Adverse Change. Borrower
will not be a party to any other contract or agreement which prohibits its
execution of, or compliance with the terms of this Agreement or the Loan
Documents. Borrower has not agreed or consented to cause or permit in the
future (upon the happening of a contingency or otherwise) any of the
Collateral, whether now owned or hereafter acquired, to be subject to a lien,
except the lien in favor of Agent or a Permitted Encumbrance.


                              8.23          Closing
Date Indebtedness. Schedule 8.23 sets
forth the outstanding principal balance of all indebtedness for borrowed money,
repurchase obligations with respect to sold Timeshare Loans and other
liabilities of Borrower (other than accounts payable in the ordinary course) as
of December 31, 2010. Such indebtedness, obligations and liabilities are
referred to collectively as “Closing Date Indebtedness”. Borrower is not
in default, in any material respect, with respect to any of the Closing Date
Indebtedness as of the Closing Date. From December 31, 2010 through and
including the Closing Date, Borrower has not entered into any agreement
relating to any additional indebtedness for borrowed money, repurchase
obligations with respect to sold Timeshare Loans and other liabilities of
Borrower (other than accounts payable in the ordinary course) other than those
as set forth on Schedule 8.23. 


                              8.24          Completeness
of Representations. Neither this Agreement nor any
exhibit attached hereto nor any certificate, financial statement,
correspondence or other 


42






document delivered or furnished to Agent or any Lender hereunder or in
connection with the transactions contemplated hereby contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact necessary in order to make the statements contained herein and
therein not misleading. There is no fact (a) which materially and adversely
affects Borrower’s ability to perform its obligations under the Loan Documents,
or the condition, financial or otherwise, business or prospects of Borrower,
(b) which may result in any liability on the part of Borrower not reflected on
the financial statements described in Section 8.11, (c) which questions or
denies the right of Borrower or its Affiliates to conduct their business or
operate a Project, or (d) which prevents or restricts the granting of security
interests to Agent, for the benefit of Lenders, in the Collateral.


                    9.        Representations,
Warranties and Covenants With Respect to the Project. Borrower represents and warrants to and
covenants with Agent and Lenders as follows, with respect to each Unit included
or to be included in each Project, that at the time such Unit is included as
one of the Projects and any Timeshare Interest in such Unit is encumbered by a
Mortgage assigned to Agent, for the benefit of Lenders (as applicable), all of
the following shall be accurate and complied with:


                              9.1
          Access,
Utilities and Parking. As required by applicable
Legal Requirements, such Unit has and will have adequate access from a publicly
dedicated street and is served by adequate utilities, including public water
and sewer, and has adequate parking facilities.


                              9.2
          Compliance.
Borrower and the applicable Project are in compliance with and will comply with
all Legal Requirements in a manner that Borrower’s failure to so comply would
not be reasonably expected to result in a Material Adverse Change.


                              9.3
          Declarations.
Such Unit and all equipment, furnishings and appliances intended for use in
connection therewith have been and will continue to be duly submitted to the
provisions of the applicable Declaration, which has been recorded in the real
property records of the jurisdiction in which the applicable Project is
located. The applicable Declarations will not be cancelled or materially
amended in a manner that would reasonably be expected to result in a Material
Adverse Change.


                              9.4
          Zoning
Laws, Building Codes, Etc. The applicable Project,
all the buildings and other improvements in which the Unit is situated and all
Amenities for such Unit have been or will be completed in compliance with all
applicable zoning codes, building codes, health codes, fire and safety codes,
and other Legal Requirements, including without limitation, so-called “environmental”
laws in a manner that Borrower’s failure to so comply would not be reasonably
expected to result in a Material Adverse Change. All material inspections,
licenses, permits required to be made or issued in respect of such buildings
and Amenities have been or will be made or issued by the
appropriate authorities. The use and occupancy of such buildings for their
intended purposes are and will be lawful under all applicable Legal
Requirements. Final certificates of occupancy or the applicable jurisdictional
equivalent have been or will be issued and are or will be in effect for such
Unit. The timeshare use and occupancy of such Unit do not and will not violate
or constitute a non-conforming use 


43






under any private covenant or restriction or any zoning, use or similar
law, ordinance or regulation affecting the use or occupancy of the applicable
Project.


                              9.5
          Unit
Ready for Use. The Unit is fully furnished and
ready for use except for Units in connection with each of the Projects
described on Schedule 9.5; provided, however, Units may
be subject to renovations for improvements from time to time, provided that,
a “One-to-One Owner Beneficiary to Accommodation Ratio” (as defined in the
Trust Agreement) is maintained in accordance with the Trust Agreement and
applicable Legal Requirements and Borrower provides evidence of the same to
Agent upon Agent’s request. All common furnishings (including appliances) within
such Unit are owned by Borrower or its Affiliates or the applicable
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. 


                              9.6
          Property
Taxes and Fees. All real property taxes,
condominium and similar maintenance fees, rents, assessments and like charges
affecting the Units have been fully paid to date, to the extent such items are
due and payable. 


                              9.7
          No
Defaults. No default or condition which, with the
giving of notice or passage of time, or both, would constitute a default,
exists with respect to any mortgage, deed of trust or other encumbrance against
the Project in which such Unit is located.


                    The
Project in which such Unit is located has been approved by the applicable
Division as a timeshare project and has been established and dedicated as a
timeshare project in full compliance with all applicable Legal Requirements,
including without limitation, the applicable Timeshare Act in a manner that
Borrower’s failure to so comply would not be reasonably expected to result in a
Material Adverse Change. Borrower or its Affiliates have all registrations,
approvals and licenses required under all applicable Legal Requirements for
such Project to be operated as a timeshare project, for the sale of Timeshare
Interests in such Project, for the making of Timeshare Loans related to such
Project, and for the ownership, operation and management of such Project in a
manner that Borrower’s or any of its Affiliates’ failure to have such
registrations, approvals or licenses would not be reasonably expected to result
in a Material Adverse Change.


                              9.8
          Timeshare
Approvals. The Project in which such Unit is
located has been approved by the applicable Division as a timeshare project and
has been established and dedicated as a timeshare project in full compliance
with all applicable Legal Requirements, including without limitation, the
applicable Timeshare Act in a manner that Borrower’s failure to so comply would
not be reasonably expected to result in a Material Adverse Change. Borrower or
its Affiliates have obtained and are maintaining all Timeshare Approvals for
such Project and the Vacation Club. 


                              9.9
          Sale
of Timeshare Interests. The Vacation Club and the
Timeshare Interests are, as of the Closing Date, registered or exempt from
registration under applicable Legal Requirements in the respective states in
which each are marketed and/or sold, including those states listed on Schedule
9.9, as applicable. The Vacation Club and the Timeshare
Interests will be, after the Closing Date, registered or exempt from registration
under applicable Legal Requirements in the respective states in which each are
marketed and/or sold,


44






as applicable. All sales have been and will be made in compliance with
all Legal Requirements and utilizing then current and approved Public Reports
in a manner that Borrower’s failure to so comply would not be reasonably
expected to result in a Material Adverse Change. The marketing, sale, offering
for sale, rental, solicitation of purchasers and financing of Timeshare
Interests related to the Projects: (a) will not constitute the sale, or the
offering for sale, of securities subject to the registration requirements of
the Securities Act of 1933, as amended, or any other federal or state
securities law applicable to such sale or offer for sale; (b) will not violate
the Timeshare Act or any applicable land sales or consumer protection law,
statute or regulation; and (c) will not violate any applicable consumer credit
or usury statute in a manner that would reasonably be expected to result in a
Material Adverse Change.


                              9.10          Brokers.
All marketing and sales activities have been and will be performed by employees
or independent contractors of Borrower or its Affiliates, all of whom are and
will be properly licensed or exempt from licensing in accordance with
applicable laws. Borrower or its Affiliates will retain a duly licensed broker
of record for each Project as may required by applicable law in the state in
which such Project is located.


                              9.11          Tangible
Property; Non-Disturbance Agreements. The
machinery, equipment, fixtures, tools and supplies used or to be used in
connection with each Project, including without limitation, with respect to the
operations and maintenance of the common elements, are and will be owned or
leased either by Borrower or its Affiliates or the applicable Association or
the Owners of Timeshare Interests in common. 


                              9.12          Condition
of Project. None of the Projects are now damaged
nor injured as a result of any fire, explosion, accident, flood or other
casualty, where the risk of loss is not otherwise covered by insurance or
exceeds $50,000 at such Project, subject to reasonable deductibles and not
otherwise repaired.


                              9.13          Assessments.
Each Owner of a Timeshare Interest (and Borrower, or its Affiliates, with
respect to unsold timeshare Interests in a Project) automatically will be a
member of the applicable Association for such Project, which Association has
authority to levy annual Assessments to cover the costs of maintaining and
operating such Project. Any lien for unpaid Assessments will at all times be
subordinate to the lien of each Mortgage assigned to Agent, for the benefit of
Lenders. Each Owner’s membership in such Association is immediately conveyed to
the Trustee under the applicable Purchase Agreement and the Trustee will
thereafter remain a member of such Association and be entitled to vote on the
affairs thereof, subject only to retaining ownership of the Timeshare Interest.
To Borrower’s knowledge, each Timeshare Association is and will continue to be
solvent. To Borrower’s knowledge, subject to Section 9.14, levied
Assessments are and will be adequate to cover the current costs of maintaining
and operating the applicable Project and to establish and maintain a reasonable
reserve for capital improvements except as disclosed on Schedule 9.14. To
Borrower’s knowledge, there are no reasonably foreseeable circumstances which
could give rise to a material increase in such costs, except for additions of
subsequent phases of a Project that will not materially increase Assessments
except as disclosed on Schedule 9.14.


45






                              9.14          Developer
Subsidy. Except as described in Schedule
9.14 the Assessments levied with respect to each Primary Project
are sufficient to cover all expenses of the Association for each Primary
Project.


                              9.15          Project
Documents. The contracts, agreements and documents
(and all amendments and modifications thereto) described on Schedule
9.15 comprise all of the existing Project Documents related to
the Primary Projects. None of such Project Documents will be amended, modified,
terminated or waived in whole or in part, after the Closing Date, in a manner
that is material and adverse to Agent and Lenders.


                              9.16          Common
Areas and Amenities. All Amenities for the
Projects have been or will be completed. To the extent that any of such
Amenities are located on property not owned by Borrower or the applicable
Association or Timeshare Owners, or to the extent that any such Amenities are
subject to any liens or encumbrances, there are in existence valid and enforceable
agreements granting the applicable Owners of Timeshare Interests the right to
use such Amenities without disturbance by any third parties. Except as
otherwise permitted and disclosed by the applicable Project Documents: (a) each
Association or the Owners of Timeshare Interests in common (which interests may
be held by the Trustee pursuant to the Purchase Agreements) will at all times
own the furnishing in the Units and all the common areas in the applicable
Project and other Amenities which have been promised or represented as being
available to Purchasers, free and clear of liens and security interests except
for the Permitted Encumbrances; (b) no part of any 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 a Project
have been and will be 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 a
Project is a part. 


                              9.17          Trust
Agreement. Borrower has delivered or caused to be
delivered to Agent a true and complete copy of the fully executed Trust Agreement
and all amendments thereto. Borrower shall use its best efforts to ensure that
the Trust Agreement will not be amended, modified or supplemented unless any
such amendment, modification or supplement is permitted in accordance with the
terms of the Trust Agreement and applicable Legal Requirements, and a copy has
been delivered to Agent. To the best of Borrower’s knowledge, there are no
existing outstanding violations or breaches of the Trust Agreement.


                    10.     Representations,
Warranties and Covenants with Respect to the Timeshare Loans. Borrower
represents and warrants to and covenants to and with Agent and Lenders, with
respect to each Timeshare Loan now or hereafter comprising part of the Lender
Portfolio Timeshare Loans or which Borrower has otherwise identified to Agent
as a Qualified Timeshare Loan, and with respect to all other documents and
instruments executed in connection with the sale of any Timeshare Interest
financed by such Timeshare Loan, which representations, warranties and
covenants shall continue to be true in all respects while this Agreement is in
effect:


                              10.1          No
Defaults. Each Note, Mortgage and every other
Consumer Document and instrument made and delivered in connection therewith
will in every respect be genuine and no default thereunder will exist.


46






                              10.2          Validity.
Each Timeshare Loan will constitute a Qualified Timeshare Loan and each Note
will be a valid Qualified Note. Each Mortgage will be a Qualified Mortgage.
Each Note, Mortgage and all related Consumer Documents will be valid and
arising from the Qualified Sale of a Timeshare Interest to a Purchaser. At the
time of collateral assignment to Agent, to the best of Borrower’s knowledge no
Purchaser thereunder will have died.


                              10.3          Competency.
All parties thereto will have been competent to contract at the time they
executed such Note, Mortgage and related applicable Consumer Documents.


                              10.4          Defenses;
Rescission. There will be no defenses in law or in
equity (including without limitation the defense of usury), set-off or
counterclaim to the Note, Mortgage or related Consumer Documents as the same
will exist in the hands of Agent after collateral assignment thereof to Agent,
nor to the obligation of the Purchaser to pay the balance of the Sales Price,
nor will there exist any right in the Purchaser to cancel or rescind such Note,
Mortgage or related Consumer Documents or the sale in connection with which the
same were executed and delivered.


                              10.5          Legal
Requirements. Each Timeshare Loan collaterally
assigned to Agent, for the benefit of Lenders, pursuant to this Agreement and
the related solicitation, marketing and sale of the Timeshare Interest will
have been effected in compliance with all Legal Requirements, including,
without limitation, to the extent applicable, the applicable Timeshare Act, the
USA Patriot Act, the Gramm-Leach-Bliley Privacy Act, the Securities Exchange
Act of 1934, the Truth-In-Lending Act (15 U.S.C. Section 1601, et seq.) and
Regulation Z thereunder, the Equal Credit Opportunity Act (15 U.S.C. Section
1691, et seq.) and Regulation B thereunder, the Interstate Land Sales Full
Disclosure Act (15 U.S.C. Section 1701, et seq.), the Real Estate Settlement
Procedures Act (12 U.S.C. Section 2601, et seq.) and Regulation X thereunder
and the Fair Housing Law, the Mail Fraud Statute (18 U.S.C. Section 1341), the
Federal Trade Commission Act, The Flood Disaster Protection Act of 1973, the
Federal Trade Commission’s Privacy of Consumer Financial Information Rule,
Federal Trade Commission “do-not-call” rules, and all other material legal
restrictions, contracts and agreements governing or affecting the applicable
Project, Borrower or its business or operations, including, without limitation,
zoning, environmental and other land use laws and regulations, subdivision map
acts, blue sky laws, real estate syndication acts and usury laws.


                              10.6          Payments.
The “down payment” shown in the applicable Purchase Agreement in connection
with the sale of the Timeshare Interest will have been made by Purchaser, in
available funds (which down payment by cash, credit card or equity conversion
may, (i) in the case of an Upgraded Note Receivable or a conversion under a
Sampler Program Agreement, be represented in part or in whole by the principal
payments and down payment made on, as applicable, such original Qualified Note
or the related Sampler Loan since its date of origination, or (ii) in the case
of an equity conversion or a conversion under a Sampler Program Agreement, be
represented in whole or in part by the amount paid where the Purchaser has paid
in full at the point of sale for the original Timeshare Interest or “Sampler
Membership”, as applicable), and neither all nor any part of such payment or
any payment on account of the Note will have been made by Borrower or any
Affiliate of Borrower.


47






                              10.7          Payments
by Borrower. Neither Borrower nor any Affiliate of
Borrower will have made or will make any payment on behalf of any Purchaser.


                              10.8          Title;
Title Insurance. Each Mortgage securing a Note
will have been duly executed and acknowledged and will constitute a valid
Qualified Mortgage of the Timeshare Interest described therein, as security for
the payment of such Note. Each Mortgage will be insured by a valid, existing
Title Insurance Policy issued or to be issued by the Title Company insuring the
interest of the mortgagee thereunder (and such mortgagee’s successors and
assigns) as a first mortgage lien against the Timeshare Interest described
therein. Each of the mortgagee’s Title Insurance Policies will be in an amount
at least equal to the unpaid principal balance of the Timeshare Loan. A Title
Insurance Policy may insure more than one Qualified Mortgage, provided that,
the aggregate amount of such Title Insurance Policy is at least equal to the
aggregate unpaid balances of the Qualified Timeshare Loans secured by such
Qualified Mortgages.


                              10.9          Right
to Convey. As to each Timeshare Interest, Borrower
or its Affiliates will have good title to and lawful right and full authority
to convey the Timeshare Interest to the Purchaser thereof.


                              10.10          Bankruptcy;
Litigation. Each Purchaser and each guarantor of
any Purchaser’s obligations under such Timeshare Loan will not be the subject
of any proceedings under any Debtor Relief Laws, and will not be involved in
any litigation with Borrower.


                              10.11          Authorization.
All corporate, partnership or other Purchaser(s), not individuals, will have
been duly authorized by corporate resolution, or other appropriate action, to
purchase a Timeshare Interest and execute (as applicable) and deliver the Note,
Mortgage and related Consumer Documents.


                              10.12          Representations.
There will have been no misrepresentations by Borrower, its Affiliates or any
of their employees and/or selling agents to any Purchaser or Agent or any
Lender as to the Amenities or services available at the Project with respect to
the amount of the common expenses or other charges to be paid by a Purchaser or
with respect to any other matter relating to the Project, any Timeshare
Interest, the Note, the Mortgage, or any other aspect of the sale or the
financing thereof.


                              10.13          Notice
of Assignment. Each Purchaser will have been
directed to make all payments on account thereof as provided in Section
7.6 of this Agreement.


                              10.14          Marketability.
Borrower will have no knowledge of any circumstance with respect to the
Timeshare Loan, the Timeshare Interest, or the Project, which would reasonably
be expected to cause the Timeshare Loan to become delinquent or adversely
affect the marketability of the mortgaged Timeshare Interest or the related
Timeshare Loan.


                              10.15          Recording
of Mortgages. Each Mortgage collaterally assigned
to Agent, for the benefit of Lenders, will have been or will be recorded in the
Public Records and all costs, fees and expenses arising out of the closing of
the Timeshare Loan and of recording of the Mortgage will have been or will be
paid.


48






                              10.16          Recording
of Deed. A duly executed Deed by which the Timeshare
Interest described on each Mortgage assigned to Agent, for the benefit of
Lenders, (if applicable) was conveyed to the Trustee will have been recorded in
the Public Records prior to the recording of the Mortgage.


                              10.17          Amendment.
Other than in connection with Permitted Modifications,
the terms of the Timeshare Loan and the Consumer Documents related thereto,
will not have been assumed, amended or modified in any respect.


                              10.18          Assignment;
No Liens. Borrower will be the sole owner of the
Timeshare Loan free of all prior assignments, liens, encumbrances and claims of
third parties whatsoever and will have full right and lawful authority to
assign the same to Agent, for the benefit of Lenders, as contemplated by this
Agreement.


                              10.19          Loan
File. Borrower will, at the time of the assignment
thereof to Agent, for the benefit of Lenders, have in its possession or will
have delivered to the Custodian a complete Loan File in respect of each of the
Timeshare Loans and Borrower will have delivered to Agent all documents
required to be delivered pursuant to Borrower’s Request for Receivables Loan
Advance. 


                              10.20          Public
Reports. The Public Report for the Vacation Club,
a copy of which has been furnished to Agent has been approved by all applicable
regulatory agencies and in form and content complies with all applicable Legal
Requirements in a manner that Borrower’s failure to so comply would not be
reasonably expected to result in a Material Adverse Change. With respect to the
sale of each Timeshare Interest, there will be in effect at the time of sale
and Borrower or its Affiliates 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 or its Affiliates is selling Timeshare
Interests, Borrower will keep such Public Reports up-dated and approved by the
applicable regulatory agency of that state and upon request by Agent will
promptly deliver to Agent evidence of such continued approval, including all
extensions thereof, promptly upon receipt by Borrower. Borrower will deliver or
cause to be delivered to Agent a copy of the Public Report for the Vacation
Club as supplemented or otherwise updated subsequent to the Closing Date.


                              10.21          Credit.
The credit application and other documents relating to the credit of a
Purchaser, obtained by or delivered to Agent in connection with a Request for
Receivables Loan Advance, will be accurate and complete copies of the originals
and will constitute all the documents which will have come into the possession
of Borrower which relate to the credit worthiness of the Purchaser.


                              10.22          Qualified
Timeshare Loans. Each Lender Portfolio Timeshare
Loan or other Timeshare Loan which Borrower has indicated to Agent is a
Qualified Timeshare Loan will meet all the requirements of a Qualified
Timeshare Loan.


                              10.23          Enforceability.
The Consumer Documents are and at all times will remain in full force and
effect and will be valid and binding obligations of the respective parties
thereto.


49






                              10.24          No Impairment.
The grant of the security interests described herein has not affected and will
not affect the validity or enforceability of the Consumer Documents.


                              10.25          No Defaults.
Each Consumer Document will in every respect be genuine and no default
thereunder will exist.


                              10.26          Assumption. Borrower
will not agree to the assumption of the Timeshare Loan by any third party
acquiring the applicable Timeshare Interest, without the prior written consent
of Agent unless otherwise required by applicable Legal Requirements.


                              10.27          Executory Obligations.
Borrower or its Affiliates have performed all of their obligations to the
Purchasers and there are no executory obligations owed to Purchasers to be
performed by Borrower or its Affiliates, except for non-delinquent and
executory obligations disclosed to Purchasers in their Purchase Agreements or
the Project Documents.


                              10.28          Fulfillment
of Obligations to Purchasers. Borrower will
fulfill, and will cause its Affiliates, agents and independent contractors at
all times to fulfill, all their respective obligations to Purchasers. Borrower
or its Affiliates will perform all of their respective obligations under the
Consumer Documents and the Project Documents. 


                    11.     Consumer
Documents. Borrower
represents to and agrees with Agent and Lenders that the Consumer Documents, in
substantially the forms attached hereto as Exhibit A are the only documents
which have been used in connection with the credit sale of Timeshare Interests
in respect of the Primary Projects and that Borrower shall not modify or amend,
or permit the modification or amendment of, any of such Consumer Documents in a
manner that would cause any of such Consumer Documents to fail to comply with
Legal Requirements or use or permit the use by others of any other or
additional documents in connection with the credit sale of Timeshare Interests,
except with the prior written consent of Agent, or as reasonably requested by
Agent in order to meet any of the Legal Requirements or to protect Agent’s and
Lenders’ security interest therein. Notwithstanding anything herein or
elsewhere to the contrary, Borrower shall be permitted to amend the form of
Consumer Documents to the extent necessary to comply with applicable Legal
Requirements, without the need to obtain Agent’s prior consent to such
amendment. If any such Consumer Document shall be modified or amended or if any
additional document shall be used in connection with the credit sale of
Timeshare Interests, Borrower shall immediately provide to Agent an accurate
and complete copy of such Consumer Document as so modified or amended and of
any such additional document. Borrower acknowledges and agrees that the
Consumer Documents, including without limitation the HUD-1 Settlement
Statement, have been amended to comply with the new Real Estate Settlement
Procedures Act (RESPA) rules effective as of January 1, 2010.


          In the event that any of the Consumer
Documents in substantially the forms attached hereto as Exhibit A are modified or amended in a manner such
that they do not comply with applicable Legal Requirements or Borrower has not
received Agent’s written consent to use or permit the use by others of any
other or additional documents in connection with the credit sale of Timeshare
Interests in respect of the Primary Projects for a reason other than to comply
with


50






 Legal
Requirements (“Non-Complying Consumer Documents”), Agent and Lenders shall not have any
obligation to make any Advances under the Receivables Loan in respect of the
Timeshare Loans related to such Non-Complying Consumer Documents. Notwithstanding
the foregoing, in the event that Agent and Lenders have made Advances in
respect of the Timeshare Loans related to such Non-Complying Consumer
Documents, Borrower shall promptly either (i) prepay an amount equal to such
Advance in respect of the Timeshare Loans related to such Non-Complying
Consumer Documents together with accrued interest thereon, (ii) pledge
additional Qualified Timeshare Loans as part of the Lender Portfolio Timeshare
Loans in an amount sufficient to cure the deficiency, or (iii) prepay, in part,
and pledge additional Qualified Timeshare Loans, in part, in a total amount
sufficient to cure the deficiency. Upon satisfaction of either of clauses (i),
(ii) or (iii) of the preceding sentence, Agent shall release such Timeshare
Loans related to the Non-Complying Consumer Documents in accordance with Section
13.2 below.


                    12.     Payment
or Replacement of Timeshare Loans.


                              12.1     Delinquent
Loans. Borrower shall pay to Agent, for the benefit
of Lenders, an amount equal to 85% of the then unpaid principal balance of any
Timeshare Loan comprising part of the Lender Portfolio Timeshare Loans in the
event that: (a) such Timeshare Loan becomes a Delinquent Loan, (b) any
applicable representation or warranty set forth at Sections 9 or 10 or
elsewhere herein proves false with respect to such Timeshare Loan, (c) the
attorney, Title Company or other approved person fails to comply with the
requirements of Section 23.1 with respect to such
Timeshare Loan to the extent applicable, or (d) Borrower shall fail to deliver
a Title Insurance Policy, as required by Section 23.2 with respect to such
Timeshare Loan. With respect to a Delinquent Loan, such payment shall be made
on or before the thirtieth (30th) day after such Timeshare Loan has become a
Delinquent Loan, computed without reference to any notice or grace period. With
respect to a Timeshare Loan in respect of which a representation or warranty
proves or becomes false or which Borrower is obligated to pay under subsection
12.1(c) or (d), such payment shall be made within thirty (30)
days after Borrower becomes aware of such false representation or warranty,
failure to confirm or failure to deliver, by receipt of notice from Agent or
otherwise. Other than in connection with Permitted Modifications, Borrower may
not cure any actual or anticipated delinquency of any Lender Portfolio
Timeshare Loan by revising, rewriting or recasting the payment terms of such
Timeshare Loan. In the event that the then outstanding principal balance of the
Receivables Loan is less than 85% of the aggregate outstanding principal
balances of the Timeshare Loans then comprising the Lender Portfolio Timeshare
Loans (after removal of the applicable Delinquent Loans and Timeshare Loans
described in subsection 12.1(c) and (d), Agent, at its sole discretion,
may waive the prepayment requirement set forth in the first sentence of this Section
12.1.


                              12.2     Replacement.
In lieu of making the payment required by Section 12.1, Borrower may replace the
Timeshare Loan involved by assigning and including in the Lender Portfolio
Timeshare Loans another Qualified Timeshare Loan of equal or greater unpaid
principal balance which may be calculated on an aggregate basis.


                              12.3     Documents.
Each time Borrower shall, pursuant to Section
12.2, replace a Timeshare Loan, Borrower shall deliver to Agent
in respect of such replacement


51






Timeshare Loan all of the documents described at Section 2.3 to be
delivered in connection with an Advance, other than a Request for Receivables
Loan Advance and the matters referenced in Section 22.7, with respect to such
replacement Timeshare Loan shall be satisfied.


                              12.4     Application
of Representations and Warranties to Replacement Timeshare Loans.
All applicable representations and warranties set forth in this Agreement shall
apply to and be true in all respects to each replacement Timeshare Loan.


                    13.     Reassignment of Timeshare Loans by Agent; Collection
Proceedings; Etc.


                              13.1     Collection
Proceedings. Borrower shall, pursuant to the
Servicing Agreement, undertake the diligent and timely collection of all
amounts due under each Lender Portfolio Timeshare Loan, and will bear the
entire expense of such collection. Agent and Lenders shall have no obligation
to undertake any action to collect under any Lender Portfolio Timeshare Loans.
If Borrower shall fail promptly to pay in full, or replace any Lender Portfolio
Timeshare Loans which Borrower is obligated by the provisions of Sections
12.1 or 12.2 hereof to pay or replace, Agent may, at its option
and without affecting any other right of Agent and Lenders hereunder, take such
measures as it shall deem appropriate to collect such Lender Portfolio
Timeshare Loans, including, as applicable, foreclosure of any Mortgage.
Borrower agrees that it will be liable to Agent and Lenders for any deficiency
on any such Lender Portfolio Timeshare Loans, and for any and all expenses,
including, without limitation, reasonable attorneys’ fees, incurred by Agent
and Lenders in connection with any such action. Borrower agrees and
acknowledges that Agent and Lenders shall not be responsible to it for any
action so taken or for failing to take any action in connection therewith,
including, without limitation, the granting of any extensions of time, waivers
or other indulgences or the compromise or reduction of any amounts due.
Borrower may not terminate any Purchase Agreement or resell any Timeshare
Interest financed by a Lender Portfolio Timeshare Loan without Agent’s prior
written consent.


                              13.2     Reassignments.
Provided that no Incipient Default or Event of Default exists, upon (a)
Borrower’s payment in full of the sums required under Section 12.1 with
respect to a Delinquent Loan or a Timeshare Loan in respect of which a
representation or warranty proves to be or becomes false (or replacement of
such Timeshare Loan as provided in Section 12.2) or (b) Borrower’s
prepayment of the Receivables Loan, subject to the terms and conditions set
forth in Section 6.6 of this Agreement, Agent shall reassign and
deliver to Borrower the applicable Qualified Note (duly endorsed to Borrower),
together with the related Qualified Mortgage and other Consumer Documents and
related documents previously delivered to Agent or in connection with the
assignment of such Timeshare Loan to Agent, for the benefit of Lenders. Upon
Borrower’s payment in full of all Obligations related to this Agreement and the
other Loan Documents (but not the Existing Loan and the other Existing Loan
Documents), Agent shall reassign and deliver to Borrower all the Notes,
together with the Mortgages securing the same, which are at the time assigned
to Agent, for the benefit of Lenders, as security pursuant hereto, together
with all related documents then in the possession of Agent. All endorsements
and reassignments by Agent to Borrower shall be (a) in form reasonably
satisfactory to Agent, (b) at the expense of Borrower, and (c) without
recourse, representation or warranty, expressed or implied.


52






                    14.     General Affirmative Covenants. Borrower
covenants and agrees with Agent and Lenders as follows:


                              14.1    Payment
of Taxes and Claims. Borrower or its Affiliates
shall pay or cause to be paid before they become delinquent:


                                        (a)     all
taxes, condominium fees, maintenance fees, Assessments and governmental charges
or levies imposed upon it or the Projects, except for permitted contests under Section
7.9;


                                        (b)     all
claims or demands of materialmen, contractors, subcontractors, mechanics,
carriers, warehousemen and other Persons, which, if unpaid, might result in the
creation of a lien upon any Timeshare Interest or the Mortgaged Property,
except for permitted contests under Section 7.9;


                                        (c)     all
taxes, condominium fees, maintenance fees, Assessments and governmental charges
on levies imposed upon any Timeshare Interests owned by Borrower or its
Affiliates, except for permitted contests under Section 7.9;


                                        (d)     all
expenses of recording any Assignments and any other Loan Documents;


                                        (e)     all
expenses of UCC-1 financing statements reasonably necessary to perfect the
security interests granted under the Loan Documents;


                                        (f)     all
amounts payable to the Lockbox Bank for the Lockbox Bank’s services under and
pursuant to the Lockbox Agreement;


                                        (g)     all
amounts payable to any Servicer for services rendered under and pursuant to the
Servicing Agreement;


                                        (h)     all
amounts payable to Concord for services rendered under and pursuant to the
Back-Up Servicing Agreement; and


                                        (i)     all
amounts payable to the Custodian for services rendered under and pursuant to
the Custodial Agreement.


                    If
requested by Agent, Borrower shall promptly, but in no event later than fifteen
(15) days after such request by Agent, furnish or cause the Associations to
furnish to Agent, evidence that all real estate taxes and Assessments related
to the Projects have been paid in full when due. If Agent has requested and
Agent fails to receive such evidence, satisfactory to Agent, within the time
period provided herein, Agent may require that escrows be established to cover
such taxes and Assessments and may fund such escrows or pay such taxes and
Assessments from collections received on the Timeshare Loans.


                              14.2     Maintenance
of Property. Borrower or its Affiliates shall
maintain or cause the Associations managed by the Vacation Club Manager to
maintain all properties and assets material to their business, the Amenities,
the Units and the Projects in good


53






condition and make all necessary renewals, repairs, replacements,
additions, betterments, and improvements thereto. So long as Borrower or its
Affiliates are in control of the Associations, Borrower or its Affiliates shall
maintain or cause each Association managed by the Vacation Club Manager to
maintain a reasonable reserve to assure compliance with the terms of the
foregoing sentence.


                              14.3     Insurance.
Borrower shall maintain insurance coverage in amount and scope no less than as
described in Schedule 14.3. 


                              14.4     Existence
and Rights. Borrower shall do or cause to be done
all things necessary to preserve and keep in full force and effect their
respective existence, rights, privileges, qualifications, permits, licenses,
franchises, and other rights material to their business.


                              14.5     Failure
to Pay Taxes, Insurance, Etc. If Borrower or its
Affiliates fails to pay any item of the type described in Sections 14.1, 14.2 or 14.3 and is not contesting such items as may be permitted under Sections
14.1(a), (b) and (c), Agent or any Lender may pay the same
either with funds deposited with Agent by Borrower, with an Advance under the
Receivables Loan (without the requirement of any Request for Receivables Loan
Advance) or with its own funds. If Borrower fails to maintain or cause to be
maintained insurance as required by Section 14.3 hereof, Agent or any
Lender may obtain such insurance and pay the premiums therefor. Borrower shall,
upon the written demand of Agent, reimburse Agent and Lenders the full amount
of all payment made by Agent or any Lender with respect to the obligations of
Borrower under Sections 14.1, 14.2 and 14.3 to the
extent made with Agent’s or any Lender’s funds, with interest thereon from the
date of payment by Agent or any Lender to the date of reimbursement at the
Default Rate. The obligation of Borrower to make such reimbursement payments
shall constitute part of the Obligations and shall be secured by the
Collateral.


                    None
of the provisions of the Loan Documents shall be construed, however, as making
the payment of such taxes, assessments, governmental charges, levies, claims of
materialmen, contractors, subcontractors, or other charges, or the maintenance
of insurance, obligatory upon Agent or any Lender and Agent and Lenders shall
not be liable for any loss, damage or injury resulting from the non-payment of
such taxes, assessments, governmental charges or levies, claims or demands of
materialmen, contractors, subcontractors, or other charges, or the maintenance
of said insurance. In the event that Agent or any Lender does maintain such
insurance coverage as may be required by Section
14.3 hereof, Agent and Lenders shall not be responsible for the
solvency of any company issuing any policy of insurance in connection
therewith, whether or not approved by it, or for the collection of any amount
due under any such policy, and shall be responsible and accountable only for
such money as may be actually received by it, and then only in accordance with
the terms of the Loan Documents. None of the provisions of the Loan Documents
shall be construed as making Agent or any Lender liable in any way for any
loss, damage or injury resulting from the non-insurance of any buildings,
improvements and/or personal property located at the Project.


                              14.6     Books
and Records. Borrower or its Affiliates shall
maintain and cause the Associations to maintain true and current books, records
and accounts in which full and correct entries shall be made of all their
transactions, and will reflect in their financial statements


54






adequate accruals and reserves, all in accordance with GAAP, and in
compliance with the rules and regulations of all governmental regulatory bodies
having jurisdiction over Borrower, the Associations or the Projects.


                              14.7     Inspections.
Subject to applicable Legal Requirements and Governing Documents, including,
without limitation, applicable Declarations, Borrower or its Affiliates shall
permit and cause the Associations to permit employees or agents of Agent and
Lenders, from time to time, as required by Agent or any Lender, to (a) inspect
the Projects, the unoccupied Units and Borrower’s other properties; provided,
however, absent an Incipient Default or an Event of Default, such inspections
shall be limited to once per calendar year, and (b) examine or audit Borrower’s
and the Associations books, accounts and records and to make copies and
memoranda thereof; provided, however, absent an Incipient Default or an Event
of Default, such examinations and audits shall be limited to twice per calendar
year. Each inspection, examination and audit, together with any inspections,
examinations or audits performed after the occurrence of an Incipient Default
or an Event of Default, shall be at the expense of Borrower, including without
limitation, reasonable costs of travel, lodging and meals. Lender or Agent, as
applicable, shall bear the expense of any such inspection, examination or audit
which is performed more than as set forth in clause (a) or (b) above, as
applicable, and which is performed in the absence of the occurrence of an
Incipient Default or an Event of Default.


                              14.8     Regulatory
Approvals. Borrower or its Affiliates shall
maintain in full force and effect all Timeshare Approvals and all other
regulatory approvals, permits and consents for operation and use of the Projects
and the Vacation Club, sales of Timeshare Interests in the Projects and the
Vacation Club and the making of Timeshare Loans. Borrower shall make or pay, or
cause to be made or paid, all registrations, declarations or fees with the
Divisions and any other government or agency or department thereof, in all
applicable jurisdictions, required in connection with the Projects and the
Vacation Club and the occupancy, use and operation thereof, the incorporation
of the Units into the Projects, and the sale, advertising, marketing and
offering for sale of Timeshare Interests. Copies of all such registrations,
applications, consents, licenses, permits, franchises, approvals, exemption
certificates, filings and reports shall be delivered to Agent. At Agent’s reasonable
request from time to time, Borrower shall deliver to Agent (a) written
statements by the applicable state authorities confirming compliance with
applicable registration, license, permit, approval or filing requirements, all
in form acceptable to Agent and a legal opinion rendered by counsel acceptable
to Agent in substantially the form of the respective local counsel opinions
delivered as of the Closing Date, stating that either the Project is duly
registered, licensed, permitted or approved in such state or that no
registration, license, permit, approval or filing is necessary, or (b) such
other evidence of compliance with applicable Legal Requirements as Agent may
require.


                              14.9     Compliance
With Laws, Etc. Borrower shall (a) comply and
cause the Associations to comply with all Legal Requirements applicable to
Borrower, the Associations and the Projects and the Vacation Club, (b) keep and
perform, and cause the Associations to keep and perform, all of their
obligations under all agreements relating to the ownership, management or
operation of the Projects, (c) keep and perform, and cause the Associations to
keep and perform, all of their obligations under the Declarations, (d) keep and
perform, and cause the Associations to perform their obligations under their
applicable


55






Governing Documents, (e) obtain and maintain and cause the Associations
to maintain all licenses, registrations, approvals and other authority as may
be necessary to enable them to own and operate their business and perform all
other obligations, (f) not permit the Projects to be used in a manner to
violate any covenant, restriction or any zoning use or similar law, and (g)
comply and cause the Associations to comply with all obligations owed to the Purchasers.


                              14.10     Management
of Borrower. Borrower shall cause its business to
be continuously managed by professional and qualified management and staff.


                              14.11     Loan
Files. Borrower shall maintain, in trust for the
benefit of Agent and Lenders, continuous possession of the originals of all
documents comprising the Loan File for each Lender Portfolio Timeshare Loan,
which have not been delivered to Agent (or to a custodian for Agent and Lenders)
and shall deliver to Agent (or to a custodian for Agent and Lenders) a copy of
any documents in such Loan Files as Agent may request.


                              14.12     Management
Agreements. Borrower or its Affiliates shall keep
(or shall cause the Associations to keep) Management Agreements with the
Managers, or such other property managers reasonably acceptable to Agent, for
each of the Projects in full force and effect and shall perform their
obligations thereunder.


                              14.13     Lockbox
Agreement. Borrower shall keep the Lockbox
Agreement (or a substitute Lockbox Agreement with a lockbox agent acceptable to
Agent) in full force and effect and shall perform its obligations thereunder,
all in accordance with the terms and conditions set forth in the Lockbox
Agreement.


                              14.14     Servicing
Agreement. Borrower shall service the Lender
Portfolio Timeshare Loans in compliance with all applicable Legal Requirements
and otherwise in accordance with the terms and conditions set forth in the
Servicing Agreement.


                              14.15     Project
Documents. Borrower and its Affiliates shall
comply with all of their obligations under the applicable Project Documents.
Borrower and its Affiliates shall not amend, modify, waive or terminate any of
the Project Documents, or enter into or permit the Associations to enter into
any new Project Documents which would in any way materially and adversely alter
the Projects, the rights of Purchasers, the rights of any lender foreclosing on
a Timeshare Interest or any priority of past due Assessment claims over the
lien of any mortgage.


                              14.16     Assessments.
Borrower or its Affiliates (i) shall use its commercially reasonable efforts to
cause each Association to (A) discharge its obligations under the applicable
Project Documents and (B) maintain a reasonable reserve for capital
improvements to the applicable Project; and (ii) so long as Borrower or its
Affiliates controls the Association, shall pay to such Association any amounts
as and when required of Borrower under the Project Documents.


                              14.17     Maintenance
of Larger Tract. To the extent that either a
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 a Project,
Borrower or its Affiliates shall pay any of their required commercially
reasonable share of common expenses to be allocated to the applicable


56






Project. Borrower or its Affiliates shall use commercially reasonable
efforts to cause all such property which is not part of a Project to be
professionally managed in a first class manner. Borrower or its Affiliates
shall use commercially reasonable efforts not to permit common expenses to be
allocated to a Project in an unreasonably disproportionate manner.


                              14.18          Accuracy
of Representations and Warranties. Borrower shall
take all actions necessary to cause all representations and warranties by
Borrower in the Loan Documents to be true at all times while this Agreement
remains in effect (unless such representation or warranty pertains to an
earlier period of time).


                              14.19          Additional
Documents and Future Actions. Borrower shall, at
its sole cost, take such actions and provide Agent from time to time with such
agreements, financing statements and additional instruments, documents or
information as Agent may in its reasonable discretion deem necessary or
advisable to perfect, protect, maintain or enforce the security interests in
the Collateral, to permit Agent to protect or enforce its interest in the
Collateral, or to carry out the terms of the Loan Documents. Borrower hereby
authorizes and appoints Agent and any officer of Agent as its attorney-in-fact,
with full power of substitution, to take such actions as Agent may deem
reasonably advisable to protect its interests in the Collateral and its rights
hereunder, to file at Borrower’s expense financing statements, and amendments
thereto, in those public offices deemed necessary or appropriate by Agent to
establish, maintain and protect a continuously perfected security interest in
the Collateral, and to execute on Borrower’s behalf such other documents and
notices as Agent or any Lender may deem reasonably advisable to protect the
Collateral and its interests therein and its rights hereunder. Such power being
coupled with an interest is irrevocable. 


                              14.20          Inventory
Controls. Borrower shall, or shall cause its
Affiliates, to maintain a “One-to-One Owner Beneficiary to Accommodation Ratio”
(as defined in the Trust Agreement) at all times.


                              14.21          Trust
Agreement. Borrower shall and Borrower shall cause
its Affiliates to comply with all of their respective obligations under the
Trust Agreement.


                    15.     Negative
Covenants. Borrower
covenants and agrees with Agent and Lenders as follows:


                              15.1            Organization.
Borrower shall not amend, modify or supplement its Governing Documents in a
manner that would be reasonably expected to result in a Material Adverse
Change, or change its state of organization, without giving Agent at least
thirty (30) days prior written notice.


                              15.2            No
Transfers. Borrower shall not, unless the Agent
otherwise consents in writing, which consent may be granted or withheld in
Agent’s sole and absolute discretion, make any Transfer.


                              15.3            Other
Business. Borrower shall not make any material
change in the nature of the timeshare business that it conducts, as carried on
as of the date of this Agreement. 


57






                              15.4          Affiliate
Transactions. Except as set forth on Schedule
15.4, Borrower shall not conduct, permit or suffer to be
conducted, transactions with any Affiliate other than arms-length transactions
with Affiliates in the ordinary course of Borrower’s business pursuant to terms
that are no less favorable to Borrower than the terms upon which such transfers
or transactions would have been made had they been made to or with a Person
that is not an Affiliate.


                              15.5          No
Lien on Collateral or Reservation System. Subject
to Permitted Encumbrances, Borrower shall not (a) create, incur or permit to
exist any mortgage, pledge, encumbrance, lien or security interest of any kind
on any of the Collateral, the Reservation System or the Vacation Club
Management Agreement or (b) pledge or assign, or permit to be pledged or
assigned, any Management Agreement for a Primary Project to which Borrower or
any of its Affiliates is a party; provided, however, that any pledge or
assignment by the Borrower or its Affiliates of any such Primary Project
Management Agreement which occurred prior to the Closing Date and as further
described on Schedule 15.5 shall be permitted and not subject to this Section
15.5, so long as a letter agreement in substantially the form
attached hereto as Schedule 15.5 is executed and delivered
by the pledgee or assignee thereof to Agent prior to or as of the Closing Date;
and provided further, however, that a pledge or assignment by the Borrower or
its Affiliates of any such Primary Project Management Agreement (including any
refinance or any incurrence of additional indebtedness in connection with any
Primary Project as described on Schedule 15.5) which occurs after the
Closing Date shall only be permitted so long as, concurrently with any such
pledge or assignment, an intercreditor agreement relating to such Management
Agreement, in form and content reasonably acceptable to Borrower (or any of its
applicable Affiliates), Agent and Lenders, is entered into by and among
Borrower (or any of its applicable Affiliates), Agent, for the benefit of the
Lenders, and any pledgee or assignee of such Management Agreement. For
avoidance of doubt, the granting by Borrower or any of its Affiliates to any
Person of a non-exclusive license to use the Reservation System either prior to
or subsequent to the Closing Date shall not be deemed to be a violation or
breach of this Section 15.5. 


                              15.6          Proxies.
Borrower shall not enter into proxies, voting trusts, shareholder agreements of
similar arrangements for the purpose of vesting voting rights, authority or
discretion of Borrower with respect to the Associations in any Person. 


                              15.7          Restrictive
Covenants. Borrower shall not consent to, or
otherwise acquiesce in, any change in any private restrictive covenant,
planning or zoning law or other public or private restriction, which would
materially and adversely limit or alter the use of any Project.


                              15.8          Chief
Executive Office. Borrower shall not change its
chief executive office or the location at which it does business without at
least thirty (30) days prior written notice to Agent and delivery to Agent of
such UCC amendments or other financing statement and access agreement as Agent
may require to maintain Agent’s and Lenders’ lien against any of the Collateral
and Agent’s ability to obtain access to such Collateral and Borrower’s books
and records.


58






                              15.9          Marketing/Sales.
Borrower shall not market, attempt to sell or sell or permit or justify any
sales or attempted sales of any Timeshare Interests except in compliance with
the applicable Timeshare Act and all applicable Legal Requirements in each
other jurisdiction where marketing, sales or solicitation activities occur in a
manner that Borrower’s failure to so comply would not be reasonably expected to
result in a Material Adverse Change.


                              15.10         Amenities.
Borrower shall not make or permit the making of any promises of or
representations regarding any Amenities and their availability for use by
Purchasers other than as may be provided in an applicable Public Report in
compliance with applicable Legal Requirements. 


                              15.11         Trust
Agreement. Borrower shall use its best efforts to
ensure that the trust established under the Trust Agreement will not be
terminated as long as any Obligations remain outstanding. Borrower shall use
its best efforts to ensure that the Trust Agreement will not be amended or
modified in any way which would materially and adversely affect the Obligations
of Borrower under the Loan Documents.


                              15.12         Demand
Balancing Standard. Borrower shall not make any
changes to the Demand Balancing Standard set forth in the Trust Agreement other
than in compliance with the Trust Agreement and applicable Legal Requirements.


                    16.     Financial
Covenants.


                              16.1          Minimum
Tangible Net Worth. Borrower shall maintain
Tangible Net Worth of not less than Three Hundred Twenty-Five Million Dollars
($325,000,000) as of the Closing Date and at all times thereafter through and
including December 31, 2011. Borrower shall maintain Tangible Net Worth for
each subsequent fiscal year end equal to the Tangible Net Worth required to be
maintained under this Section 16.1 for the immediately
preceding fiscal year end, plus fifty percent (50%) of Borrower’s Net Income
(but no reduction for any loss) during the then current fiscal year end, provided
that, in no event will Tangible Net Worth of Borrower as of the end of
any fiscal year be less than Three Hundred Twenty-Five Million Dollars
($325,000,000).


                              16.2          Leverage
Ratio. Borrower shall maintain a Leverage Ratio
calculated on a trailing twelve (12) month basis of not more than 2.5 to 1.0 as
of December 31, 2010 and as of each fiscal year end thereafter. 


                              16.3          Deposit
Relationship. Borrower shall maintain, or shall
cause the Associations to maintain, a deposit account or deposit accounts with
Agent with an aggregate amount on deposit of not less than $1,000,000 as of the
Closing Date and at all times thereafter until all Obligations have been paid
in full, such minimum amount on deposit to be tested monthly on a rolling
three-month average basis.


                    17.    Financial
Statements and Reporting Requirements.


                              17.1          Monthly
Reports. Borrower, at its sole cost and expense,
shall, not later than the tenth (10th) day of each month, furnish to Agent or
cause the Servicer to 


59






furnish to Agent by e-mail, Federal Express or similar “overnight”
delivery service, three (3) copies of a report in the form attached hereto as Exhibit J
(which shall not contain any confidential personal information relating to any
Purchaser) prepared by Borrower or the Servicer, with respect to each of the
Timeshare Loans situate in a Unit comprising part of a Primary Project, and any
other Project requested by Agent, as of the close of business on the last
Business Day of the calendar month last ended.


                              17.2      Annual
Financial Statements. Borrower shall deliver to
Agent, as soon as available and in any event within ninety (90) days after the
end of each fiscal year:


                                            (a)          The
consolidated income and retained earnings statements of Borrower, for such
fiscal year,


                                            (b)          The
consolidated balance sheets of Borrower as at the end of such fiscal year, and


                                            (c)          The
consolidated audited statements of cash flow of Borrower for such fiscal year; 


setting forth in comparative form the corresponding figures as at the
end of the previous fiscal year, all in reasonable detail, including all
supporting schedules and comments. Such statements shall be prepared in
accordance with GAAP. Such statements shall be audited by an independent
certified public accountant of recognized standing acceptable to Agent with
respect to which such accountants shall deliver their unqualified opinion. The
independent certified public accountants auditing such statements as of the
Closing Date shall be deemed acceptable to Agent. Such statements will be
certified by the chief financial officer or the equivalent of Borrower to be
accurate.


                              17.3      Annual
Association Financial Statements. Borrower shall
deliver to Agent, as soon as available and in any event within one hundred
eighty (180) days after the end of each fiscal year:


                                            (a)          The
income and retained earnings statements of each Association of the Primary
Projects, for such fiscal year,


                                            (b)          The
balance sheets of each Association of the Primary Projects as at the end of
such fiscal year, and


                                            (c)          The
audited statements of cash flow of each Association of the Primary Projects for
such fiscal year; 


setting forth in comparative form the corresponding figures as at the
end of the previous fiscal year, all in reasonable detail, including all
supporting schedules and comments. Such statements shall be prepared in
accordance with GAAP. Such statements shall be audited by an independent
certified public accountant of recognized standing acceptable to Agent with
respect to which such accountants shall deliver their unqualified opinion. The
independent certified public accountants auditing such statements as of the
Closing Date shall be deemed acceptable to 


60






Agent. Such statements will be certified by the chief financial officer
or the equivalent of each Association to be accurate.


                              17.4      Quarterly
Financial Statements. Borrower shall deliver to
Agent, as soon as available and in any event within forty-five (45) days after
the end of each calendar quarter:


                                            (a)          The
internally prepared consolidated income statement of Borrower for such quarter,


                                            (b)          The
internally prepared consolidated balance sheets of Borrower for such quarter, and


                                            (c)          The
internally prepared consolidated statements of cash flow for Borrower for such quarter;


on a quarter-to-date and year-to-date cumulative basis, and setting
forth in comparative form the corresponding figures as at the end of the
corresponding quarter of Borrower’s
prior year, all in reasonable detail, and certified by the chief financial
officer of Borrower to be
accurate and to have been prepared in accordance with GAAP.


                              17.5      SEC
Filings.


                                            (a)          Upon
the request of Agent after its filing, Borrower shall deliver to Agent the
following: (i) a copy of Borrower’s most current 10Q filing certified by the
chief financial officer of Borrower to fairly present the financial condition
of Borrower on a fully consolidated basis as at the end of such fiscal quarter
and the results of the operations of Borrower on a fully consolidated basis for
the period ending on such date; and (ii) copies of any and all other financial
reports and corrections thereto and to the applicable 10Q filings required of
Borrower under federal laws and regulations.


                                            (b)          Upon
the request of Agent after its filing, Borrower shall deliver to Agent the
following: (i) a copy of Borrower’s most current 10K filing (and any 8K filing
with any material financial condition disclosures thereafter) certified by the
chief financial officer of Borrower to fairly present the financial condition
of Borrower on a fully consolidated basis at the end of such fiscal year and
the results of the operations of such entity on a fully consolidated basis at the
end of such fiscal year and the results of the operations of Borrower on a
fully consolidated basis for the period ending on such date; and (ii) copies of
any and all other financial reports and corrections thereto and to the
applicable 10K filings (or 8K filings, if any) required of Borrower under
federal laws and regulations.


                              17.6      Confirmation
of Compliance. The financial statements described
at Sections
17.2 and 17.4 to be delivered to Agent, shall be accompanied by the
certificate of the chief financial officer of Borrower in the form of Exhibit H.


                              17.7      Audit
Reports. Borrower shall deliver to Agent promptly
upon receipt by Borrower thereof, copies of all audit reports, if any submitted
by Borrower’s independent certified public accountants in connection with each
annual audit of the books of Borrower.


61






                               17.8            State
Audits. Borrower shall deliver to Agent within
twenty (20) days after it is available, any audit report prepared by any state
regulatory agency with respect to any Project.


                               17.9            Budgets.
As soon as reasonably available, but in no event later than thirty (30) days
after the commencement of each fiscal year of the Association for a related
Project, Borrower shall submit to Agent a detailed operating budget (broken
down by month) for the upcoming fiscal year of each such Association. 


                               17.10          Notices.
Borrower shall give Agent prompt written notice of (a) any Incipient Default or
Event of Default hereunder, (b) any event which would be reasonably expected to
result in a Material Adverse Change, (c) any material loss or damage to any
Project or any Amenities, (d) any material violation by Borrower of any
applicable Legal Requirements, and (e) any breach of any material agreement
adversely affecting any Project. Such notice shall include a detailed
description of the applicable event, proceeding or loss and the actions
Borrower or its Affiliates are taking or proposes to take with respect thereto.


                               17.11          Other
Debt. Borrower shall notify Agent of any default
under any Debt now or hereafter owed by Borrower. 


                               17.12          Sales
and Marketing Materials. Borrower shall deliver to
Agent from time to time, as available and as requested by Agent in writing,
current price lists, sales literature, registrations/consents to sell, public
reports/public offering statements/prospectuses, purchase documents, and any
other items requested by Agent, which relate to the Projects or the Vacation
Club.


                               17.13          Schedule
of Purchasers. Within thirty (30) days after the
end of each calendar quarter, Borrower shall, at Agent’s request, deliver or
cause Servicer to deliver to Agent a then current list of names and addresses
of all Purchasers with Lender Portfolio Timeshare Loans.


                               17.14          Purposely
Omitted.


                               17.15          Other
Information. Borrower shall, from time to time,
provide Agent with such other reasonable information and reports as Agent shall
request relating to the financial condition of Borrower, or relating to the
Associations or the Projects or relating to any of the Lender Portfolio
Timeshare Loans.


                    18.       Purposely
Omitted.


                    19.       Purposely
Omitted.


                    20.       Conditions of and Documents to be Delivered at the
Closing. The
following are conditions of Closing. To the extent that the conditions involve
the delivery to Agent of any documents or other due diligence items, such
documents and items must be in form and content acceptable to Agent in its
discretion.


62






                              20.1          Loan
Documents. Agent shall receive all of the Loan
Documents duly executed by all parties thereto.


                              20.2          Opinions
of Counsel. Agent shall receive an opinion of
counsel for Borrower and an opinion of counsel for or an opinion of counsel
regarding the Associations in respect of the Primary Projects covering certain
issues regarding the good standing and existence of the Associations in respect
of the Primary Projects.


                              20.3          Project
Documents. Agent shall receive a copy of each of
the Project Documents for the Primary Projects and all amendments thereto,
certified as to accuracy and completeness by Borrower or its Affiliates.


                              20.4          Association
Documents. Agent shall receive a copy of the
Articles of Incorporation and By-Laws of the Associations and all amendments
thereto for each of the Primary Projects.


                              20.5          Borrower’s
Documents. Agent shall receive a copy of the
Governing Documents of Borrower and all amendments thereto, certified as to
accuracy and completeness by either an officer of Borrower or by the public
official in whose office the same are recorded or filed.


                              20.6          Good
Standing Certificates. Agent shall receive current
good standing certificates issued by the secretaries of the states of its
respective formation and all other states in which it does business, confirming
the current good standing and qualification of Borrower and each Association of
any Primary Project in such states, unless the failure to have any such
certificate would not reasonably be expected to result in a Material Adverse
Change.


                              20.7          Insurance.
Agent shall receive certificates of insurance or policies of insurance
evidencing that all insurance required by the Declarations related to
Associations managed by the Vacation Club Manager or this Agreement is in force
and will not be canceled without the notice as more specifically provided in
and subject to Section 8.8.


                              20.8          Flood
Insurance. If any portion of any Project is within
an area designated by the Director of the Federal Emergency Management Agency,
pursuant to the Flood Disaster Protection Act of 1973, as amended, as one
having special flood hazards, Borrower shall deliver to Agent evidence that the
buildings and other improvements within such areas are covered by flood
insurance to the maximum limit of coverage available under the Flood Disaster
Protection Act of 1973, as amended or as may otherwise be available in the
commercial insurance market. If a Project is not located within such a special
flood hazard area, Borrower shall provide Agent with evidence satisfactory to
the Agent of such fact.


                              20.9          Timeshare
Approvals. Agent shall receive evidence that all
Timeshare Approvals for the Projects and/or the Vacation Club have been issued
or obtained, and that they remain in full force and effect.


                              20.10          Authorizing
Resolutions. Agent shall receive a copy of the
resolutions of the Board of Directors of Borrower, authorizing the transactions
contemplated


63






hereunder and the execution of
the Loan Documents and all collateral documents on behalf of Borrower by the
officer of Borrower who is signing the Loan Documents. 


                              20.11          UCC-1
Financing Statements. Agent shall receive confirmation
that UCC-1 financing statements naming Agent as secured party and Borrower as
debtor describing all Collateral now or hereafter assigned by Borrower to
Agent, for the benefit of Lenders, pursuant hereto have been filed with the
Secretary of State of the Commonwealth of Massachusetts.


                              20.12          Environmental
Matters. Agent shall receive an Environmental
Agreement duly executed by Borrower or its Affiliates, together with a copy of
a Phase I environmental report for each Primary Project not previously
delivered by Borrower in connection with the Existing Loan. In addition, Agent
shall receive evidence satisfactory to Agent of environmental remediation or an
agreement of Borrower or its Affiliates to complete remediation if required by
Agent.


                              20.13          UCC-1
Search Report. Agent shall receive a current
search report from a UCC search company approved by Agent setting forth all
UCC-1 filings, tax liens and judgment liens made against Borrower. Such search
report must indicate that at the time of the filing of the financing statements
(Form UCC-1) in favor of Agent there were on file no financing statements or
liens evidencing a security interest in any Collateral.


                              20.14          Releases.
Agent shall receive releases and satisfactions from all Persons holding liens,
claims or encumbrances against any of the Collateral.


                              20.15          Closing
Certificates. Agent shall receive the executed
closing certificate of Borrower certifying to Agent and Lenders that all
representations and warranties of Borrower in this Agreement are accurate and
complete and that Borrower has complied with all covenants and conditions of
closing set forth in this Agreement.


                              20.16          Compliance.
Agent shall receive evidence satisfactory to Agent that Borrower and the
Primary Projects are in compliance with all Legal Requirements in a manner that
Borrower’s failure to so comply would not be reasonably expected to result in a
Material Adverse Change.


                              20.17          Survey.
Agent shall receive a surveyor’s certificate together with a copy of an
as-built survey of each Primary Project, not previously delivered by Borrower
in connection with the Existing Loan, satisfactory to Agent and prepared by a
licensed surveyor showing the location and dimensions of all improvements
thereon and indicating the routes of ingress and egress for public access to
such Primary Project, all utility lines, walks, drives, recorded or visible
easements and rights-of-way on such Primary Project, and showing that there are
no encroachments, improvements, projections or easements (recorded or
unrecorded) on the property lines. The survey shall certify the acreage of the
applicable Primary Project and shall indicate whether the applicable Primary
Project is located within any flood hazard area. The survey must be prepared in
accordance with the then-applicable standards set forth by ALTA/ACSM (including
any Table “A” items designated by Agent), any and all applicable state 


64






surveyors’ bureaus or associations and any and all regulations or
applicable local, state and federal law.


                              20.18          Title
Report/Commitment. Agent shall receive a title
insurance report or commitment for each Primary Project. The condition of title
must be satisfactory to Agent in all respects.


                              20.19          Taxes
and Assessments. Agent shall receive evidence that
all taxes and Assessments related to the Primary Projects (and related to any
other Project upon the request of Agent) or for which Borrower is responsible
for collection which are then due and payable, have been paid, which taxes and
Assessments include, without limitation, real property taxes, and any
Assessments related to the Primary Projects (and related to any other Project
upon the request of Agent).


                              20.20          Preclosing
Inspections. Agent shall have conducted and
approved due diligence investigations satisfactory to Agent of Borrower and the
Primary Projects.


                              20.21          Expenses.
Borrower shall have paid all fees and expenses required to be paid to Agent and
Lenders prior to or at Closing pursuant to this Agreement.


                              20.22          Permits
and Approvals. Agent shall receive copies of all
applicable governmental permits, approvals, consents and licenses for the
Projects and satisfactory evidence that the Primary Projects (and any other
Project upon the request of Agent) and the intended uses of the Primary Projects
(and any other Project upon the request of Agent) are and will be in compliance
with all Legal Requirements. Such evidence may include letters, licenses,
permits, certificates and other correspondence from the appropriate
governmental authorities, opinions of Borrower’s attorney or other attorneys
and opinions or certifications, as Agent may determine or other confirmation
acceptable to Agent. All such approvals shall continue to be legally valid and
shall remain in full force and effect after issuance and until the Receivables
Loan is repaid in full.


                              20.23          Lockbox
Agreement. Agent shall receive an executed
original of the Lockbox Agreement.


                              20.24          Servicing
Agreement. Agent shall receive an executed
original of the Servicing Agreement and the Back-Up Servicing Agreement.


                              20.25          Compliance
with Planning, Land Use and Zoning Stipulations.
Borrower shall have furnished Agent with evidence of each Primary Project’s
compliance with applicable zoning, planning, land use and other governmental
requirements as Agent may require, including without limitation, evidence
satisfactory to Agent that Borrower or its Affiliates has complied with all
conditions of the zoning, planning, land use and related approvals, and has
received all permits required thereunder.


                              20.26          Litigation
Search. Agent shall receive evidence satisfactory
to Agent that no bankruptcy, foreclosure or other material litigation or
judgments are outstanding


65






against the Primary Projects or Borrower, except as disclosed in
Borrower’s periodic filings with the Securities and Exchange Commission.


                              20.27          Trust
Agreement. Agent shall receive a fully executed
copy of the Trust Agreement and all amendments thereto. 


                              20.28          Other.
Agent shall receive such other documents, opinions and items as Agent may
reasonably request.


                    By
completing the closing hereunder, or by making advances hereunder, Agent and
Lenders do not thereby waive a breach of any warranty or representation made by
Borrower hereunder or any agreement, document, or instrument delivered to Agent
or otherwise referred to herein, and any claims and rights of Agent and Lenders
resulting from any breach or misrepresentation by Borrower are specifically
reserved by Agent and Lenders.


                    21.     Conditions of and Documents to be Delivered Prior to
Initial Receivables Loan Advance. In addition to, but not in
limitation of, any other conditions set forth in this Agreement, Agent’s and
Lenders’ obligation to make the initial Receivables Loan Advance shall be
subject to fulfillment of the following conditions to Agent’s satisfaction. To
the extent that the conditions involve the delivery to Agent of any documents
or other due diligence items, such documents and items must be in form and
content acceptable to Agent in its discretion.


                              21.1           Loan
Documents. Agent shall receive all original
executed Loan Documents.


                              21.2           Other.
Agent and its counsel shall receive copies of such documents and other items as
Agent or such counsel may reasonably request in connection with such requested
Receivables Loan Advance.


                    22.    Conditions of and Documents to be Delivered Prior to
Funding And in Connection With Each Receivables Loan Advance. In
addition to, but not in limitation of, any other conditions set forth in this
Agreement, Agent’s and Lenders’ obligation to make each Receivables Loan
Advance shall be subject to fulfillment of the following conditions to Agent’s
satisfaction. To the extent that the conditions involve the delivery to Agent
of any documents or other due diligence items, such documents and items must be
in form and content acceptable to Agent in its discretion, provided that the
forms of any such documents and items attached to this Agreement shall be
deemed acceptable to Agent.


                              22.1           Representations; No
Defaults. The
representations and warranties of Borrower contained in this Agreement or
otherwise made by or on behalf of Borrower to Agent and Lenders in connection
with the transactions contemplated hereby shall have been true and complete
when made and as of the time of each Advance. Borrower shall have fully
performed and complied with all agreements and conditions contained herein or
related hereto, and no Incipient Default or Event of Default shall have
occurred.


66






                              22.2           Request
for Receivables Loan Advance. Agent shall receive
a Request for Receivables Loan Advance or a Request for Supplementary Advance
duly executed on behalf of Borrower with such supporting documentation as is
contemplated thereby.


                              22.3           Approval
of Credit. Subject to the exception and limitation
set forth in Sections 2.2(e)(i) and 2.2(e)(iii), Agent shall have
received evidence of a FICO Score for each Purchaser, together with a hard copy
of such included with the package of Consumer Documents delivered to Agent.


                              22.4           Original
Notes, Mortgages and Other Documents. Agent shall
receive the original Notes, Mortgages and other documents required under Section
2.3 for the Timeshare Loans to be included in the Lender
Portfolio Timeshare Loans and offered as security for the requested Receivables
Loan Advance, which Mortgages shall have been duly executed, acknowledged and
recorded (or will be recorded) and shall have been assigned to Agent, for the
benefit of Lenders, in the manner required by this Agreement (as applicable)
and which Notes shall have been endorsed to the order of Agent, for the benefit
of Lenders, as required hereunder. If any Mortgage required to be delivered by
this Section cannot be delivered because it is in the possession of the
recording officer, a copy thereof marked “True Copy of Original Forwarded for
Recording” may be delivered in lieu thereof and the original shall be delivered
promptly upon availability from the recording officer.


                              22.5           Original
Assignments. Agent shall receive the original
Assignment by Borrower to Agent, for the benefit of Lenders, of the Timeshare
Loans to be included in the Lender Portfolio Timeshare Loans and offered as
security for the requested Receivables Loan Advance, which shall have been duly
executed on behalf of Borrower, acknowledged and in recordable form. 


                              22.6           Title
Insurance. Subject to the terms of Section
23.2, Agent shall receive the original Title Insurance Policy
(or a marked-up commitment to issue such Title Insurance Policy, if the Title
Insurance Policy is not reasonably available at the time) for each Mortgage
offered as security for the requested Advance.


                              22.7           Documents
Received and Recorded. Agent shall receive from
the Title Company or such other Person approved by Agent, telecopied confirmation
in the form of Exhibit F, as applicable, hereto,
that:


                                               (a)         each
Mortgage being assigned to Agent, for the benefit of Lenders, has been recorded
in the Public Records (or is sent for recording pursuant to Section
22.4 above) and all fees, costs, and other payments required in
connection with such recording have been paid;


                                               (b)         at
the time of such recording, as applicable, such Mortgage was, of record, a
first mortgage prior to and superior in lien to all other monetary liens and
encumbrances whatsoever, other than Permitted Encumbrances;


                                               (c)         at
the time of such recording, as applicable, Borrower was, of record, the owner
of such Mortgage and of the Note secured thereby, free of all liens, 


67






encumbrances, prior assignments and claims of third parties whatsoever,
other than Permitted Encumbrances;


                                               (d)         the
Title Company or such other approved Person shall have sent to Agent, or as
otherwise directed by Agent, a copy of the recorded Assignment or will send as
soon as received;


                                               (e)         if
the Title Insurance Policy has not already been delivered to Agent, or as
otherwise directed by Agent, the Title Company shall deliver to Agent the
original Title Insurance Policy for the assigned Mortgages as required pursuant
to Section
23.2; and


                                               (f)         containing
such other confirmations as Agent may require.


                             22.8           Subsequent
Legal Opinions. Borrower shall have, from time to
time, as requested by Agent, delivered to Agent, in form satisfactory to Agent,
the favorable opinion, addressed to Agent, of counsel to Borrower, selected by
Borrower and approved by Agent as to (a) the organization, standing and
authority to consummate the transactions contemplated hereby of Borrower, (b)
the compliance of the Primary Projects, Borrower and all Consumer Documents
with applicable Legal Requirements, and (c) such other matters incident to the
transactions contemplated hereby as Agent may request.


                             22.9            Advances Do Not Constitute a Waiver.
The making of any Advance shall not constitute a
waiver of any condition of Agent’s and Lenders’ obligation to make further
Advances.


                             22.10          No Obligation to Fund After Filed Liens.
Agent and Lenders shall have no obligation to make any
Advance at any time (a) that there is a claim of lien filed of record against
any Project which has not been bonded over, paid, transferred to other security
or otherwise satisfactorily discharged or is otherwise being contested in good
faith pursuant to Section 7.9 of this Agreement, or (b)
that any condition precedent to such Advance has not been met, or (c) Borrower
shall have failed to comply with any material provision of this Agreement, or
(d) an Event of Default or Incipient Default has occurred. Agent’s and Lenders’
commitment to make Advances hereunder shall at no time be subject to or liable
to attachment or levy by any creditor of Borrower. No such Persons are intended
to be third party beneficiaries of this Agreement or any documents or
instrument related to the Receivable Loan or to have any claim or claims in or
to any undisbursed or retained Loan proceeds.


                             22.11          Other.
Agent and its counsel shall receive copies of such documents and papers as
Agent or such counsel may reasonably request in connection with such requested
Receivables Loan Advance.


                    23.    Post
Receivables Loan Advance Obligations.



                             23.1           Confirmation
of Recording. Immediately after giving to Agent
the telecopied confirmation mentioned at Section 22.7, the Custodian, or such
other approved Person giving such telecopied confirmation, shall forward to
Agent the original of the written confirmation in the form of Exhibit F.


68






                               23.2          Title
Policy. If a Title Insurance Policy is not
otherwise required hereunder to be delivered prior to such Advance, not later
than the earlier to occur of (a) ninety (90) days after the date of the
applicable Assignment or (b) prior to the expiration of the title insurance
commitment in connection with such Title Insurance Policy, if applicable,
Borrower shall send or cause to be sent to Agent, or as otherwise directed by
Agent, with respect to each Timeshare Loan described in Schedule A attached to
such Assignment, a Title Insurance Policy issued by the Title Company, insuring
Borrower and its successors and assigns as the holder of a first priority
mortgage, subject to Permitted Encumbrances, encumbering the Timeshare Interest
described in Schedule A of the Assignment, each of which Title
Insurance Policies shall be in an amount equal to, at least, the unpaid
principal balance of the Timeshare Loan assigned. If such Title Insurance
Policies are not delivered within such time period, Agent and Lenders shall not
have any obligation to make any further Advances to Borrower in respect of the
Timeshare Loans related to such delinquent Title Insurance Policies.
Notwithstanding the foregoing, in the event that Agent and Lenders have made
Advances in respect of the Timeshare Loans related to such delinquent Title
Insurance Policies, Borrower shall promptly either (i) prepay an amount equal
to such Advance together with accrued interest thereon, (ii) pledge additional
Qualified Timeshare Loans as part of the Lender Portfolio Timeshare Loans in an
amount sufficient to cure the deficiency, or (iii) prepay, in part, and pledge
additional Qualified Timeshare Loans, in part, in a total amount sufficient to
cure the deficiency.


                    24.      Conditions to Agent’s and Lenders’ Obligations to Advance Receivables Loan Proceeds
Related to Sales of Timeshare Interests in Projects Added to the Primary
Projects. Agent and Lenders have agreed to make Advances hereunder subject to the
conditions of this Agreement with respect to Qualified Timeshare Loans related
to the Qualified Sales of Timeshare Interests in the Primary Projects listed on
Schedule
1. Agent and Lenders are
willing to make Advances hereunder with respect to Qualified Timeshare Loans
related to Qualified Sales of Timeshare Interests in Projects added to such
Primary Projects, subject to the fulfillment, prior to such Advance, of the
following conditions:


                              24.1          General.
All other conditions for Advances set forth in this Agreement shall have been
fulfilled, including, without limitation, those set forth in Sections
20, 21 and 22.


                              24.2          Inspection.
Either Agent or a third party selected and approved by Agent shall have
conducted due diligence investigations and on-site inspections of the Projects
to be added to the Primary Projects and the results of such investigations and
inspections shall be satisfactory to Agent.


                              24.3          Insurance.
Agent shall have received evidence that the Projects to be added to the Primary
Projects are covered by insurance in amounts and with sound and acceptable
insurance companies with ratings of AM Best of at least A-VII, unless otherwise
approved by Agent, in its reasonable discretion, as set forth in Schedule
14.3.


                              24.4          Environmental
Matters. Agent shall have received a Phase I
environmental report for the Projects to be added to the Primary Projects which
must be in form and content acceptable to Agent.


69





                              24.5          Zoning,
Access, Parking and Utilities. Agent shall
have received and approved evidence of (a) zoning of the Projects added to the
Primary Projects for timeshare use and other intended and existing uses and all
approvals required for such uses under any covenants, conditions and
restrictions, (b) adequate access to and parking for the applicable Project in
accordance with applicable Legal Requirements, and (c) current and continued
availability of utilities necessary to serve the applicable Project.


                              24.6          Flood
Zone. Agent shall have received and approved
evidence that the Projects added to the Primary Projects are not located within
a flood prone area or, if within a flood zone, evidence that flood insurance
has been obtained.


                              24.7          Project
Documents. Agent shall have received and approved
a copy of all marketing contracts, management contracts, service contracts,
operating agreements, equipment leases, space leases and other agreements
pertaining to the Projects to be added to the Primary Projects which are
necessary for the sale, operation and intended use of such Projects and are not
otherwise required pursuant to another item in this Agreement.


                              24.8          Quiet
Enjoyment Rights. Agent shall have received and
approved evidence that each Owner of a Timeshare Interest within the Projects
to be added to the Primary Projects 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 Association and other dues or
assessments in respect of the Vacation Club, and to comply with reasonable
rules and regulations pertaining to the use of the Timeshare Interests and the
rules and regulations of the Vacation Club, including, without limitation, the
Trust Agreement.


                              24.9          Opinions.
Borrower shall deliver to Agent a favorable opinion or
opinions from independent counsel for Borrower located in the state where the
Projects to be added to the Primary Projects are located covering local matters
in such jurisdiction.


                              24.10         Other.
Agent shall have received and approved such other due diligence items related
to such Projects to be added to the Primary Project as Agent may reasonably
require. 


                              24.11         Approval
of Projects to be Added to the Primary Projects. During
the Receivables
Loan Advance Period, Borrower may submit to Agent Projects proposed to be
included as additional part of the approved Primary Projects by delivering (a)
a complete description of the subject Projects, (b) the documents listed in Sections
24.2 through 24.11 above with respect to the subject Projects,
and (c) a proposed replacement Schedule 1 that shall include the
subject Projects, all of which must be satisfactory in form and substance to
Agent in its sole and absolute discretion. In addition, Agent may perform a
site inspection/market review with respect to the proposed Projects to be added
to the Primary Projects prior to the approval of the proposed Projects, and
Agent must be satisfied with the results of such inspection and review. Agent
will have thirty (30) days to review, and in its sole and absolute discretion,
approve or disapprove of the inclusion of the proposed Project as being added
to an approved Primary Project. If Agent approves the proposed Project to be
added to the Primary Projects, 


70





then Agent shall execute and date the proposed Schedule 1 attached to
this Agreement as set forth in the proposed Schedule 1.


                    25.     Default;
Remedies.


                              25.1         Events
of Default. The occurrence of any one or more of
the following events shall constitute an “Event of Default” hereunder:


                                               (a)          Subject
to applicable grace periods set forth in this Agreement, Borrower shall fail to
pay or cause to be paid any principal, interest, fee or other sums payable
hereunder or under any of the Loan Documents on the date such payment is due,
whether on demand, at the stated maturity or due date thereof, by reason of any
requirement for prepayment thereof, by acceleration or otherwise.



                                               (b)          Borrower
shall default in the observance or performance of any term, covenant or
agreement on its part to be observed or performed hereunder or under the Loan
Documents and not otherwise specifically provided for in this Section 25.1, provided
that, such default (including the Events of Default set forth in clauses
p, q and r below) must, in order to be deemed to be an Event of
Default, continue unremedied for a period of thirty (30) days after the earlier
to occur of: (i) written notice from Agent to Borrower of the existence of such
default, or (ii) Borrower has actual knowledge of such default, and further
provided that, in the event that Borrower has commenced to cure
such default within the initial thirty (30) day cure period and has been unable
to complete such cure despite their diligent best efforts within such initial
thirty (30) day cure period, then Borrower shall have an additional thirty (30)
day period not to exceed an additional ninety (90) days in which to complete
such cure. Notwithstanding the foregoing, if Agent reasonably determines that
such default is incapable of being cured or if such default involves a breach
of any of the financial covenants in Section 16 of this Agreement, then
Borrower shall not be entitled to any notice or opportunity to cure.


                                               (c)          Any
default or event of default shall occur under any other existing or future
agreement between Borrower and Agent and/or any Lender, including without
limitation, the Existing Loan Agreement and other Existing Loan Documents, and
any applicable notice and/or cure period in such agreement shall have elapsed. 


                                               (d)          Any
representation or warranty made by or on behalf of Borrower herein or in any
other writing furnished pursuant hereto or any fact relative to Borrower’s
business operations or financial condition shall be or have been false in any
material respect.


                                               (e)          Borrower
or its Affiliates shall surrender or shall be deprived, for any reason, of the
full right, privilege and franchise to carry on its timeshare business as
presently carried on, to own and/or operate the Projects or to sell Timeshare
Interests or to make Timeshare Loans.


                                               (f)          Borrower
shall dissolve, consolidate or cease its or its Affiliates day-to-day timeshare
business operations, or shall liquidate or commence any proceedings to be
liquidated, or shall, without the prior written consent of Agent, make any
Transfer.


71





                                               (g)           Borrower
shall become insolvent or be unable to pay its debts as they mature or shall
admit in writing its inability to pay its debts as they mature.


                                               (h)           Borrower
shall make a general assignment for the benefit of creditors.


                                               (i)           Borrower
shall file or have filed against it a petition under any of the provisions of
any Debtor Relief Laws, for an adjudication in bankruptcy or for reorganization
or to effect a plan or other arrangement with creditors, or file an answer to a
creditor’s petition or other petition filed against it admitting the material
allegations thereof.


                                               (j)           Borrower
shall apply for the appointment of a receiver, liquidator or trustee of any
substantial portion of its property or assets, or such a receiver, liquidator
or trustee shall be appointed without application by Borrower.


                                               (k)          A
writ, warrant, attachment, levy or similar process shall be issued against (i)
any of the Collateral or (ii) against any portion of Borrower’s property or
assets in an amount in excess of $250,000 individually or $1,000,000 in the
aggregate, which is not released, expunged, discharged or dismissed within
thirty (30) days after such writ, warrant, attachment, levy or similar process
first takes effect.


                                               (l)          The
offering for sale and the sale of Timeshare Interests, the financing of such
sale, or the consummation of the transactions contemplated hereby is found to
violate or not to comply in all respects with any Legal Requirement, where the
failure to so comply would reasonably be expected to result in a Material
Adverse Change.


                                               (m)         There
shall occur any Material Adverse Change.


                                               (n)          Any
material part of the Projects shall be damaged and such damage is not fully
covered by insurance or is in excess of $50,000, subject to reasonable
deductibles and not otherwise repaired.


                                               (o)          Borrower
shall default in respect of any of its obligations for borrowed funds under a
receivables loan facility to any other Person and such default shall continue
uncured beyond any applicable notice and grace period.


                                               (p)          The
Custodian or such other approved Person shall default in respect of any of its
obligations described in Section 23.1.


                                               (q)          The
Lockbox Bank or the Servicer (if Borrower or its Affiliates) shall fail to
remit to Agent any proceeds of the Timeshare Loans in accordance with, as
applicable, the terms of the Lockbox Agreement or the Servicing Agreement.


                                               (r)          Borrower
or its Affiliates, the Lockbox Bank or the Servicer (if Borrower or its
Affiliates) shall fail to perform any of their obligations under the Lockbox
Agreement or Servicing Agreement, as applicable.


72





                                               (s)          Any
final, non-appealable judgment or decree for money damages or for a fine or
penalty in excess of $250,000 individually, or $1,000,000 in the aggregate is
entered against Borrower which is not paid and discharged, stayed or
transferred to a bond within thirty (30) days thereafter.


                                               (t)          Any
party holding a lien or security interest on any part of any Project commences
foreclosure or similar sale thereof or Borrower defaults under any mortgage, deed
of trust or other lien encumbering all or any part of any Project, which, in
either case, results in a Material Adverse Change.


                                               (u)          Borrower
shall sell, transfer or convey or further encumber all or any part of its
interest in any of the Collateral, other than in connection with a payoff of
Agent and Lenders in full and a securitization or other takeout financing
transactions.


                                               (v)           Borrower
grants, permits or suffers to exist any mortgage, lien or encumbrance upon any
of the Collateral, other than in favor of Agent, for the benefit of Lenders,
other than in connection with a payoff of Agent and Lenders in full and a
securitization or other takeout financing transactions.


                                               (w)          Any
violation or breach by Borrower shall occur under any agreement, covenant or
restriction materially and adversely affecting title of an Owner to a Timeshare Interest related to a Timeshare Loan
comprising part of the Lender Portfolio Timeshare Loans; provided that,
such default must, in order to be deemed to be an Event of Default, continue
unremedied for a period of thirty (30) days in which time Borrower may promptly
either (i) prepay an amount equal to the deficiency together with
accrued interest thereon, (ii) pledge additional Qualified Timeshare Loans as
part of the Lender Portfolio Timeshare Loans in an amount sufficient to cure
the deficiency, or (iii) prepay, in part, and pledge additional Qualified
Timeshare Loans, in part, in a total amount sufficient to cure the deficiency.


                                               (x)          Borrower
shall fail to prepay to Agent and Lenders, pursuant to Section 6.7, all
amounts owing by Borrower to Agent and Lenders on account of the Receivables
Loan and all other Obligations owing by Borrower to Agent and Lenders pursuant
to this Agreement, including, without limitation, the Change of Control Fee or
prepayment fee, as applicable, pursuant to Section 5.4, immediately upon the
occurrence of a Change of Control.


                                               (y)           The
indictment of Borrower under any criminal statute, or the commencement of
criminal or civil proceedings against Borrower pursuant to which statute or
proceedings the penalties or remedies sought or available include forfeiture of
any property of Borrower, or Borrower engages or participates in any “check
kiting” activity regardless of whether a criminal investigation has been commenced.


                              25.2          Remedies.
At the option of Agent, or at the written direction of Lenders pursuant to the
terms of the Agency Agreement Agent shall, upon the occurrence of an Event of
Default or at any time thereafter, take one or more of the following actions:


                                               (a)           Agent may
declare all or some of the Obligations immediately due and payable;


73





                                               (b)           Cease making
Advances and Borrower shall have no further right to receive any Advances
hereunder;


                                               (c)           Agent may
reduce the advance rate against Qualified Timeshare Loans;


                                               (d)           Agent may
increase the interest rate on the Receivables Loan up to the Default Rate
specified herein without further notice;


                                               (e)           Agent may
enter any premises occupied by Borrower and take possession of the Collateral
and any records related thereto; 


                                               (f)           Agent may
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 Agent in any action initiated by Agent pursuant to this Agreement,
and Borrower waives any notice and posting of a bond in connection therewith;


                                               (g)           Agent may
terminate any existing Lockbox Agreement or Servicing Agreement and thereafter
have the collection and servicing of the Timeshare Loans done by Agent or any
Person designated by Agent all in accordance with the terms and conditions of
the Lockbox Agreement and Servicing Agreement; and/or


                                               (h)           Agent may
exercise each and every right and remedy granted to Agent and Lenders under
this Agreement, any Loan Document, under the applicable Uniform Commercial Code
and under any other applicable law, at equity or otherwise.


                    If an Event of Default occurs under Section 25.1(g), 25.1(h), 25.1(i) or 25.1(j), all
Obligations shall become immediately due and payable without further action.


                    Anything in this Agreement to the contrary notwithstanding, at any time
when an Event of Default hereunder exists and is continuing, no Lender shall be
obligated to fund any portion of an Advance hereunder, except in such
circumstances as Agent and Lenders may have mutually agreed, including without
limitation, pursuant to the terms of the Agency Agreement.


                              25.3         Sale or Other Disposition of
Collateral. The sale or other disposition of the
Collateral, or any part thereof, by Agent after an Event of Default may be for
cash, credit or any combination thereof, and Agent may purchase all or any part
of the Collateral at public or, if permitted by law, private sale, and in lieu
of actual payment of such purchase price, may set-off the amount of such
purchase price against the Obligations. Any sales of the Collateral may be
adjourned from time to time with or without notice. Agent may cause the
Collateral to remain on Borrower’s premises or otherwise to be removed and
stored at premises owned by other Persons, at Borrower’s expense, pending sale
or other disposition of the Collateral. Borrower, at Agent’s request, shall
assemble the Collateral consisting of tangible assets and make such assets
available to Agent at a place to be designated by Agent. Agent shall have the
right to conduct such sales on Borrower’s premises, at Borrower’s expense, or
elsewhere, subject to applicable Legal Requirements, on such occasion or
occasions as Agent may see fit. With respect to Borrower’s owned or leased
premises, Borrower hereby grants Agent, for the benefit of Lenders, a license,
effective upon the occurrence of an Event of Default, 


74






and to the extent not prohibited by the terms of any applicable lease,
and subject to applicable Legal Requirements, to enter into possession of such
premises and to occupy the same, without charge, in order to exercise any of
Agent’s and Lenders’ rights or remedies provided herein, at law or in equity,
or otherwise.


                    Any notice required to be given by Agent of a sale or other disposition
or other intended action by Agent with respect to any of the Collateral which
is given in the manner specified in Section
29.1, at least ten (10) Business Days prior to such proposed
action, shall constitute fair and reasonable notice to Borrower of any such
action. The net proceeds realized by Agent, for the benefit of Lenders, upon
any such sale or other disposition, after deduction for the expenses related
thereto including without limitation, reasonable attorneys’ fees, shall be
applied in such order as Agent, in its sole discretion, elects, toward
satisfaction of the Obligations. Agent shall account to Borrower for any
surplus realized upon such sale or other disposition, and Borrower shall remain
liable for any deficiency. The commencement of any action, legal or equitable,
or the rendering of any judgment or decree for any deficiency shall not affect
Agent’s and Lenders’ security interest in the Collateral. Borrower agrees that
Agent and Lenders have no obligation to preserve rights to the Collateral
against any other parties. Agent and Lenders shall be under no obligation to
marshal any assets in favor of Borrower or any other Person or against or in
payment of any or all of the Obligations.


                    In connection with the disposition of any Collateral by Agent, Borrower
agrees that Agent may disclaim any warranties and dispose of such Collateral
without any warranties whatsoever and that Agent shall not be deemed to have
acted in a commercially unreasonable manner as a result thereof.


                    If Agent sells any of the Collateral upon credit, Borrower will be credited
only with payments actually made by or on behalf of the purchaser, received by
Agent and applied to the indebtedness owed by such purchaser to Agent. If the
purchaser fails to pay for any of the Collateral, Agent may resell the
Collateral.


                    Agent may, in the name of Borrower or its own name, make and execute
all conveyances, assignments and transfers of the Collateral sold in connection
with the exercise of Agent’s and Lenders’ rights and remedies; and Agent is
hereby appointed Borrower’s attorney-in-fact for this purpose.


                              25.4          Application of Proceeds.
All proceeds from each sale of, or other realization upon, all or any part of
the Collateral following an Event of Default shall be applied or paid over as
follows:


                                               (a)           First:
to the payment of all costs and expenses incurred in connection with such sale
or other realization, including reasonable attorneys’ fees; and


                                               (b)           Second:
to the payment of the Obligations relating to the Receivables Loan (with
Borrower remaining liable for any deficiency) in such order as Agent may elect;


                                               (c)           Third:
to the payment of all other Obligations (with Borrower remaining liable for any
deficiency), including but not limited to any Obligations 


75





relating to the Existing Loan and/or relating to the Existing Loan
Documents (pursuant to each Lender’s participation interest in the Existing Loan);
and


                                               (d)           Fourth:
the balance (if any) of such proceeds shall be paid, subject to any duty
imposed by law, or otherwise to whomsoever shall be entitled thereto.


                              25.5          Actions with Respect to
Timeshare Loans. Agent may take any of the
following actions, in its name or the name of Borrower, as Agent may determine,
without notice to Borrower and at Borrower’s expense:


                                               (a)           Verify the
validity and amount of or any other matter relating to the Lender Portfolio
Timeshare Loans, by mail, telephone, telegraph or otherwise:


                                               (b)           Direct all
Purchasers to make payment of all Lender Portfolio Timeshare Loans directly to
Agent or a Person designated by Agent, forward invoices directly to such
Purchasers and receive and collect all monies due or to become due with respect
to such Lender Portfolio Timeshare Loans;


                                               (c)           Take control
in any manner of any cash or non-cash items of payment or proceeds of the
Lender Portfolio Timeshare Loans; and


                                               (d)           At any time
after an Event of Default occurs and while such Event of Default continues,
enforce payment of and collect any of the Lender Portfolio Timeshare Loans
assigned to Agent, for the benefit of Lenders, pursuant to this Agreement, by
legal proceedings or otherwise, and for such purpose, Agent may:


                                                               (i)            Demand
payment of any of such Lender Portfolio Timeshare Loans, subject to the terms
thereof; 


                                                               (ii)          Settle,
adjust, compromise, extend, renew, discharge or release any of the Lender
Portfolio Timeshare Loans;


                                                               (iii)          Sell or
assign any of the Lender Portfolio Timeshare Loans on such terms, for such
amount and at such times as Agent deems advisable;


                                                               (iv)          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 Lender Portfolio
Timeshare Loans;


                                                               (v)          Endorse
the name of Borrower upon any documents, instruments or similar documents or
agreements relating to the Lender Portfolio Timeshare Loans or upon any checks
or other media of payment that may come into Agent’s possession; or


                                                               (vi)          Take all
other actions necessary or desirable to protect Agent’s and Lenders’ interest
in the Lender Portfolio Timeshare Loans.


76









                    Borrower
hereby makes, constitutes and appoints Agent (and any of Agent’s designated
officers, employees or agents) as its true and lawful attorney-in-fact, with
full power of substitution, with power to sign its name and to take any of the
foregoing actions, in its name or the name of Agent, which power is coupled
with an interest and is irrevocable. All acts of Agent taken in connection with
the foregoing are hereby ratified and approved and Agent shall not be liable
for any acts of commission or omission, nor for any error of judgment or
mistake of fact or law, except gross negligence or willful misconduct. Borrower
agrees to assist Agent in the collection and enforcement of the Lender
Portfolio Timeshare Loans and not to hinder, delay or impede Agent in its
collection or enforcement of the Lender Portfolio Timeshare Loans. 


                              25.6     Retention
of Collateral. At its discretion, Agent, for the
benefit of Lenders, may retain all or part of the Collateral in partial or full
satisfaction of the Obligations to the extent permitted by applicable law.
Agent will not be considered to have offered to retain the Collateral in
satisfaction of the Obligations, unless Agent has entered into a written
agreement with Borrower to that effect. 


                              25.7     Performance
by Agent and Lenders. In the event that Borrower
fails to perform any obligations under any of the Loan Documents, the Project
Documents or the Consumer Documents, Agent or any Lender may perform such
obligations and Borrower agrees to reimburse Agent and Lenders for all funds
expended by Agent and Lenders and all costs related thereto. If Borrower does
not reimburse Agent and Lenders within five (5) Business Days after demand by
Agent, interest shall accrue on such reimbursement obligations at the Default
Rate. In no event shall Agent and Lenders have any obligation to perform any
obligations of Borrower under the Loan Documents, the Project Documents or the
Consumer Documents. Such performance shall be totally discretionary with Agent
and Lenders and performance by Agent and Lenders at any time shall not give
rise to any duty or obligation by Agent and Lenders to perform at any other
time. 


                              25.8     No
Liability of Agent or any Lender. Neither the
acceptance of this Agreement by Agent or any Lender, nor the exercise of any
rights hereunder by Agent or any Lender, shall be construed in any way as an
assumption by Agent or any Lender of any obligations, responsibilities or
duties of Borrower arising in connection with the Projects, under any
applicable Timeshare Act or under any of the Project Documents, or in
connection with any other business of Borrower, or the Collateral, or otherwise
bind Agent or any Lender to the performance of any obligations with respect to
the Project or the Collateral. Neither Agent nor any Lender shall be obligated
to perform, observe or discharge any obligation, responsibility, duty, or
liability of Borrower with respect to the Projects or any of the Collateral,
under any applicable Timeshare Act or under any of the Project Documents. This
Agreement, any action or actions on the part of Agent or any Lender taken
hereunder, and any exercise of rights or remedies by Agent or any Lender prior
to or following the occurrence of an Event of Default shall not constitute an
assumption by Agent or any Lender of any obligations of Borrower with respect
to the Projects, the Collateral, and Borrower shall continue to be liable for
all of their obligations thereunder or with respect thereto. 


                              25.9     Right
to Defend Action Affecting Collateral. Agent may,
at Borrower’s expense, appear in and defend any action or proceeding at law or
in equity which 


77






Agent in good faith believes may affect the value of the Collateral,
the Projects or Agent’s and Lenders’ rights under any of the Loan Documents. 


                              25.10     Delegation
of Duties and Rights. Agent 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. Agent may use Wellington Financial to perform certain services in connection
with the transactions contemplated under the Loan Documents. Agent may pay
Wellington Financial or any other Persons performing services for Agent such
compensation as Agent may elect. 


                              25.11     Condemnation
or Litigation. Agent and Lenders shall have no
obligation to make any Advances if any condemnation proceeding or litigation is
pending against any Unit or the applicable Primary Project or against Borrower,
which would in any material way impair any Primary Project. 


                              25.12     Set-Off.
Without limiting the rights of Agent or any Lender under applicable law, and
subject in all cases to the terms of any other agreement among Lenders,
including without limitation, the Agency Agreement, Agent and each Lender have
and may exercise a right of set-off, a lien against and a security interest in
all property of Borrower now or at any time in Agent’s or such 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 Agent
or any 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, Agent or any 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 Agent or any
Lender to or for the credit of Borrower against any or all of the Obligations. 


                              25.13     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 Declaration in favor of Borrower or its
Affiliates, as declarant or otherwise) with respect to any Timeshare Interests
acquired by Agent, for the benefit of Lenders, or its nominee or assignee.
Borrower agrees that thereafter such Timeshare Interests may be assigned,
transferred or sold free and clear of any right of first refusal in favor of
Borrower. 


                   26.      Regarding
Agent. 


                              26.1     Appointment.
Each Lender hereby designates Liberty Bank to act as Agent for such Lender
under this Agreement and the other Loan Documents. Each Lender hereby
irrevocably authorizes Agent to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such
powers and to perform such duties hereunder and thereunder as are specifically
delegated to or required of Agent by the terms hereof and thereof and such
other powers as are reasonably incidental thereto and Agent shall hold all
collateral, payments of principal and interest, fees, charges and collections
received pursuant to this Agreement, for the ratable benefit of Lenders. Agent
may perform any of its duties hereunder by or through its agents or employees.
As to any matters not expressly 


78






provided for by this Agreement, Agent shall not be required to exercise
any discretion or take any action, but shall be required to act or to refrain
from acting (and shall be fully protected in so acting or refraining from
acting) upon the instructions of Lenders, and such instructions shall be
binding; provided, however, that Agent shall not be required to
take any action which exposes Agent to liability or which is contrary to this
Agreement or the other Loan Documents or applicable law unless Agent is
furnished with an indemnification from Lenders reasonably satisfactory to Agent
with respect thereto. 


                              26.2     Nature
of Duties. Agent shall administer the Receivables
Loan in accordance with the provisions of this Agreement, the other Loan
Documents and the Agency Agreement. Agent shall have no duties or
responsibilities except those expressly set forth in this Agreement, the Agency
Agreement and the other Loan Documents. Neither Agent nor any of its officers,
directors, employees or agents shall be (i) liable for any action taken or
omitted by them as such hereunder, under the Agency Agreement or in connection
herewith or therewith, unless caused by their bad faith, gross negligence (but
not mere negligence) or willful misconduct or (ii) responsible in any manner
for any recitals, statements, representations or warranties made by Borrower or
any officer thereof contained in this Agreement or in any other Loan Documents
or in any certificate, report, statement or other document referred to or
provided for in, or received by Agent under or in connection with, this
Agreement or any of the other Loan Documents or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any of the other Loan Documents or for any failure of Borrower to perform its
obligations hereunder or thereunder. The duties of Agent with respect to the
Receivables Loan to Borrower shall be mechanical and administrative in nature.
Agent shall not have by any reason of this Agreement a fiduciary relationship
in respect of any Lender and nothing in this Agreement, expressed or implied,
is intended to or shall be construed as to impose upon Agent any obligation in
respect of this Agreement except as expressly set forth herein or in the Agency
Agreement. 


                              26.3     Lack
of Reliance on Agent and Resignation. 


                                          (a)          Independently
and without reliance upon Agent or any other Lender, each Lender has made and
shall continue to make (i) its own independent investigation of the financial
condition and affairs of Borrower in connection with the making and the continuance
of the Receivables Loan hereunder and the taking or not taking of any action in
connection herewith, and (ii) its own appraisal of the creditworthiness of
Borrower. Agent shall have no duty or responsibility, either initially or on a
continuing basis, to provide any Lender with any credit or other information
with respect thereto, whether coming into its possession before making of the
Receivables Loan or at any time or times thereafter except in any event as
shall be provided by Borrower pursuant to the terms hereof. Agent shall not be
responsible to any Lender for any recitals, statements, information,
representations or warranties herein or in any agreement, document, certificate
or a statement delivered in connection with or for the execution, effectiveness,
genuineness, validity, enforceability, collectability or sufficiency of this
Agreement or any of the other Loan Documents, or of the financial condition of
Borrower or be required to make any inquiry concerning either the performance
or observance of any of the terms, provisions or conditions of this Agreement
or any of the other Loan Documents or the financial condition of Borrower, or
the existence of any Event of Default or any Incipient Default, except as
expressly set forth herein. 


79






                                          (b)          Agent
may resign upon sixty (60) days’ written notice to each of Lenders and
Borrower. Lenders will during such sixty (60) day period designate a successor
Agent which in the absence of an Event of Default shall be reasonably
satisfactory to Borrower, which approval will not be unreasonably withheld or
delayed. Any such successor Agent shall succeed to the rights, powers and
duties of Agent, and the term “Agent”
shall mean such successor agent effective upon its appointment. Effective upon
the appointment of a successor Agent the former Agent’s rights, powers and
duties as Agent shall be terminated, without any other or further act or deed
on the part of such former Agent. After the appointment of a successor Agent as
Agent, the provisions of this Section 26.3
shall inure to the prior Agent’s benefit as to any actions taken or omitted to
be taken by it while it was Agent under this Agreement. Agent’s resignation
shall not release Liberty Bank from any of its obligations to Borrower as a
Lender under the Loan Documents. 


                              26.4     Certain
Rights of Agent.     Subject
to the terms of the Agency Agreement, if Agent shall request instructions from
the Lenders with respect to any act or action (including failure to act) in
connection with this Agreement or any other Loan Document, Agent shall be
entitled to refrain from such act or taking such action unless and until Agent
shall have received instructions from Lenders; and Agent shall not incur
liability to any Person by reason of so refraining. Without limiting the
foregoing, Lenders shall not have any right of action whatsoever against Agent
as a result of its acting or refraining from acting hereunder in accordance
with the instructions of the Lenders. 


                              26.5     Reliance.     Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
note, writing, resolution, notice, statement, certificate, telex, teletype or
facsimile message, cablegram, order or other document or telephone message
believed in good faith by it to be genuine and correct and to have been signed,
sent or made by the proper person or entity, and, with respect to all legal
matters pertaining to this Agreement and the other Loan Documents and its
duties hereunder, upon advice of counsel selected by it. Agent may employ
agents and attorneys-in-fact and shall not be liable for the default or
misconduct of any such agents or attorneys-in-fact selected by Agent with
reasonable care. 


                              26.6     Purposely
Omitted. 


                              26.7     Agent
in its Individual Capacity.     In
the event that Agent is or becomes a “Lender”
under this Agreement, with respect to the obligation of Agent to lend under
this Agreement, Advances made by it shall have the same rights and powers
hereunder as any other Lender and as if it were not performing the duties as
Agent specified herein; and the term “Lender”
or any similar term shall, unless the context clearly otherwise indicates,
include Agent in its individual capacity as a Lender. 


                              26.8     Borrower’s
Undertaking to Agent.     Without
prejudice to its obligations to Lenders under the other provisions of this
Agreement, Borrower hereby undertakes with Agent to pay to Agent from time to
time on demand all amounts from time to time due and payable by Borrower for
the account of Agent or Lenders or any of them pursuant to this Agreement to
the extent not already paid. Any payment made pursuant to any such demand shall
pro tanto satisfy Borrower’s obligations to make payments for the account of
Agent and Lenders or the relevant one or more of them pursuant to this
Agreement. 


80






                              26.9     Allocation
of Payments and Collateral.     In
the event of a liquidation of the Collateral, proceeds collected with respect
thereto shall be applied to the Obligations in accordance with Section 25.4. 


                              26.10     Agency
Agreement.     Certain   other   terms   governing   the
relationship between Agent and Lenders are set forth in the Agency Agreement.
The Agency Agreement may be amended, modified or restated in accordance with
its terms without the consent or approval of Borrower. 


             27.          Sale
And Assignment.


                             27.1     Successors
and Assigns; Participations; New Lenders. 


                                          (a)          This
Agreement shall be binding upon and inure to the benefit of Borrower, Agent,
each Lender, all future holders of any Receivables Loan Note and their
respective successors and assigns, except that Borrower may not assign or
transfer any of their rights or obligations under this Agreement without the prior
written consent of Agent. 


                                          (b)          Borrower
acknowledges that one or more Lenders may at any time and from time to time,
without prior notice to or consent of Borrower, sell participating interests in
the Receivables Loan. Each Lender shall promptly thereafter provide written
notice to Borrower and to Agent of any sales of participating interests made by
each Lender. No such participation shall create a direct contractual
relationship between Borrower and any such participant, and Agent and Borrower
shall only be required to deal with the Lender who sold such participation and
the participant shall have no rights hereunder. 


                                          (c)          With
the prior written consent of Agent, any Lender may, at its own cost and
expense, sell, assign or transfer its rights under this Agreement and the other
Loan Documents to one or more Eligible Transferees and such Eligible Transferee
may commit to make Advances hereunder pursuant to a Commitment Transfer
Supplement in form substantially similar to that set forth on Exhibit I hereto (each, a “Commitment Transfer Supplement”), executed
by an Eligible Transferee, the transferor Lender, and Agent and delivered to
Agent provided, however, that: any transfer of less than
all of any Lender’s rights hereunder or any transfer to a Person who is not a
Lender hereunder shall be in minimum amounts of not less than $10,000,000. Upon
such execution, delivery, acceptance and recording, from and after the transfer
effective date determined pursuant to such Commitment Transfer Supplement, (i)
the Eligible Transferee thereunder shall be a party hereto and, to the extent
provided in such Commitment Transfer Supplement, have the rights and
obligations of a Lender thereunder with a Pro Rata Share as set forth therein,
and (ii) the transferor Lender thereunder shall, to the extent provided in such
Commitment Transfer Supplement, be released from its obligations under this
Agreement, the Commitment Transfer Supplement creating a novation for that
purpose (it being understood that all outstanding obligations of the transferor
Lender shall either be satisfied by such transferor Lender or assumed by the
Eligible Transferee). Such Commitment Transfer Supplement shall be deemed to
amend this Agreement to the extent, and only to the extent, necessary to
reflect the addition of such Eligible Transferee and the resulting adjustment
of the Pro Rata Shares arising from the purchase by such Eligible Transferee of
all or a portion of the rights and obligations of such transferor Lender under
this Agreement and the 


81






other Loan Documents. Borrower hereby consents to the addition of such
Eligible Transferee and the resulting adjustment of the Pro Rata Shares arising
from the purchase by such Eligible Transferee in accordance with the terms of
this Section 27.1 of all or
a portion of the rights and obligations of such transferor Lender under this
Agreement and the other Loan Documents. Borrower shall, to the extent reasonable,
execute and deliver such further documents and do such further reasonable acts
and things in order to effectuate the foregoing. 


                                        (d)          Agent
shall maintain at its address a copy of each Commitment Transfer Supplement
delivered to it and a register (the “Register”)
for the recordation of the names and addresses of each Lender from time to
time. The entries in the Register shall be conclusive, in the absence of
manifest error, and Borrower, Agent and Lenders may treat each Person whose
name is recorded in the Register as the owner of the Receivables Loan recorded
therein for the purposes of this Agreement. The Register shall be available for
inspection by Borrower or any Lender at any reasonable time and from time to
time upon reasonable prior notice. Agent shall receive a fee in the amount of
$3,500 payable by the applicable Eligible Transferee upon the effective date of
each transfer or assignment to such Eligible Transferee. 


                                        (e)          Borrower
authorizes Agent and each Lender to disclose to any Eligible Transferee or any
participant and any prospective Eligible Transferee or any participant any and
all financial information in Agent’s or such Lender’s possession concerning
Borrower, the Projects or the Vacation Club which has been delivered to such
Lender by or on behalf of Borrower pursuant to this Agreement or in connection
with such Lender’s credit evaluation of Borrower, the Projects or the Vacation
Club so long as such information is provided in accordance with the terms and
conditions of a confidentiality agreement in form and content acceptable to
Agent and Borrower. 


                                        (f)           Borrower
agrees to take all actions that Agent or any Lender may reasonably request in
attempting to sell, transfer or assign any of its rights or interests under
this Agreement. Such actions include, but are not limited to, (a) Borrower
causing senior management and representatives of Borrower to be available to
participate in information meetings with prospective Eligible Transferees at
such times and places as Agent or the applicable Lender may reasonably request,
and (b) Borrower providing Agent or the applicable Lender with all information
reasonably requested by Agent or the applicable Lender in order to accomplish
such sale, transfer or assignment. 


                                        (g)          In
addition to the foregoing provisions, any Lender may at any time pledge or
assign all or any portion of its rights under the Loan Documents (including any
portion of any Receivables Loan Note) to any of the twelve (12) Federal Reserve
Banks organized under Section 4 of the Federal Reserve Act, 12, U.S.C. Section
341. No such pledge or assignment or enforcement thereof shall release any
Lender from its obligations under any of the Loan Documents. 


                           27.2     Pledge
of Commitment Amount. Notwithstanding any other
provision of this Section 27,
any Lender may pledge (a “Pledge”)
its rights and obligations under this Agreement, under its Receivable Loan
Note, and in and to the remaining Loan Documents (all of which rights shall be
collectively referred to for purposes of this Section 27.2 


82






as the pledging Lender’s Commitment Amount) to any entity which has
extended a credit facility to such Lender and that is an Eligible Transferee or
a financial institution whose long-term unsecured debt is rated at least “A”
(or the equivalent) or better by S&P (a “Loan
Pledgee”), on the terms and conditions set forth in this Section 27.2. Upon written notice by
the applicable Lender to the other Lenders and Agent that a Pledge by such
Lender of its Commitment Amount has been effected, Agent thereafter agrees: (a)
to give Loan Pledgee written notice of any default by the pledging Lender under
this Agreement at such time as Agent delivers notice to such pledging Lender;
and (b) that, upon written notice (a “Redirection
Notice”) to the other Lenders and Agent by such Loan Pledgee that the
pledging Lender is in default, beyond applicable cure periods, under the
pledging Lender’s obligations to such Loan Pledgee pursuant to the applicable
credit agreement between the pledging Lender and such Loan Pledgee (which
notice need not be joined in or confirmed by the pledging Lender), and until
such Redirection Notice is withdrawn or rescinded by such Loan Pledgee, Loan
Pledgee shall be entitled to receive any payments that Agent would otherwise be
obligated to pay to the pledging Lender from time to time pursuant to this
Agreement. 


                    Any
pledging Lender hereby unconditionally and absolutely releases the other
Lenders and Agent from any liability to the pledging Lender on account of any
Lender’s or Agent’s compliance with any Redirection Notice believed by Agent or
any Lender to have been delivered by a Loan Pledgee. Loan Pledgee shall be
permitted to fully exercise its rights and remedies against the pledging
Lender, and realize on any and all collateral granted by the pledging Lender to
such Loan Pledgee (and accept an assignment in lieu of foreclosure as to such
collateral), in accordance with applicable law. In such event, the other
Lenders and Agent shall recognize such Loan Pledgee (and any transferee which
is also an Eligible Transferee at any foreclosure or similar sale held by such
Loan Pledgee or any transfer in lieu of such foreclosure), and its successors
and assigns, as the successor to the pledging Lender’s rights, remedies and
obligations under this Agreement, and any such Loan Pledgee or Eligible
Transferee shall assume in writing the obligations of the pledging Lender
hereunder accruing from and after such transfer and agree to be bound by the
terms and provisions of this Agreement. The rights of a Loan Pledgee under this
Section 27 shall remain effective
as to any Lender (and Agent) unless and until such Loan Pledgee shall have
notified such Lender (and Agent, as applicable) in writing that its interest in
the pledged Commitment Amount has terminated. 


                    28.          Amendments
to Agreement. Lenders, Agent and Borrower may,
subject to the provisions of this Section
28, and any other agreement among Lenders, including without
limitation, the Agency Agreement, from time to time enter into written supplemental
agreements to this Agreement or the other Loan Documents executed by Borrower,
Agent and/or Lender(s), for the purpose of adding or deleting any provisions or
otherwise changing, varying or waiving in any manner the rights of Lenders,
Agent or Borrower thereunder or the conditions, provisions or terms thereof or
waiving any Incipient Default or Event of Default thereunder, but only to the
extent specified in such written agreements. 


                    Any such supplemental agreement shall apply equally to each Lender and
shall be binding upon Borrower, Lenders and Agent and all future holders of the
Obligations. In the case of any waiver, Borrower, Agent and Lenders shall be
restored to their former positions and rights, and any Event of Default waived
shall be deemed to be cured and not continuing, but no waiver of a specific
Event of Default shall extend to any subsequent Event of Default (whether 


83






or not the subsequent Event of Default is the same as the Event of
Default which was waived), or impair any right resulting from such subsequent
Event of Default.


                    29.           Miscellaneous.


                                    29.1      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)     electronic
communication, whether by telex, telegram or 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 dispatch if such dispatch 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
dispatch occurs other than during such hours, on the next Business Day
following dispatch and (iv) if sent pursuant to subsection (d) three
(3) days following deposit in the mail with all postage paid. 


	
  

 	
  

 	
  

 
	
  

 	
 If to Agent:

 	
 Liberty Bank

 
	
  

 	
  

 	
 291 Main
 Street

 
	
  

 	
  

 	
 Middletown,
 CT 06457

 
	
  

 	
  

 	
 Attention:
 Donald Peruta

 
	
  

 	
  

 	
 Telephone
 No.: (860) 638-2916

 
	
  

 	
  

 	
 Telecopier
 No.: (860) 344-9217

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	
 If to
 Borrower:

 	
 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
 courtesy copies to:

 	
 Bluegreen
 Corporation
4960
 Conference Way North, Suite 100

 
	
  

 	
  

 	
 Boca Raton,
 Florida 33431

 
	
  

 	
  

 	
 Attention:
 General Counsel

 


84









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 Telephone
 No.: (561) 912-8012

 
	
  

 	
  

 	
 Telecopier
 No.: (561) 912-8299

 
	
  

 	
  

 	
  

 
	
  

 	
 If to
 Lender:

 	
 At the
 address provided for such Lender 

 
	
  

 	
  

 	
 on its
 signature page hereto

 


                    The
addresses and addressees for the purpose of this Section may be changed by
giving written notice of such change in the manner herein provided for giving
notice. Unless and until such written notice of a change of address or
addressee is received, the last address and addressee, as stated by written
notice, or provided herein if no written notice of change has been sent or
received, shall be deemed to continue in effect for all purposes hereunder. 


                              29.2      Borrower’s
Representative. Borrower hereby designates the
following natural persons as the representatives of Borrower for purposes of
(a) making all decisions with respect to the Receivables Loan and the Loan
Documents, (b) 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 Receivables Loan, and (c) taking all other
actions requested by Borrower in connection with the Receivables Loan and the
Loan Documents:


	
  

 	
  

 
	
  

 	
 Anthony M.
 Puleo, Senior Vice President, CFO and Treasurer

 
	
  

 	
 Bluegreen
 Corporation

 
	
  

 	
 4960
 Conference Way North, Suite 100

 
	
  

 	
 Boca Raton,
 Florida 33431

 
	
  

 	
 Telephone
 No.: (561) 912-8270

 
	
  

 	
 Telecopier
 No.: (561) 912-8123

 
	
  

 	
  

 
	
  

 	
 Allan J.
 Herz, Senior Vice President, Mortgage Operations and Assistant Treasurer

 
	
  

 	
 Bluegreen
 Corporation

 
	
  

 	
 4960
 Conference Way North, Suite 100

 
	
  

 	
 Boca Raton,
 Florida 33431

 
	
  

 	
 Telephone
 No.: (561) 912-8210

 
	
  

 	
 Telecopier
 No.: (561) 443-8743

 


In taking action pursuant to the terms of this Agreement and the other
Loan Documents, the Agent and Lenders 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, the Agent and Lenders may, at their
option, refuse to take action in the event a notice, certificate, request for
advance or other document is delivered to Agent or any Lender which has not been
executed or delivered by such representative of Borrower. 


                              29.3      Binding
Effect; Assignment. This Agreement shall bind and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided,


85






however, that Borrower shall not assign its rights or obligations under
this Agreement, without Agent’s and each Lender’s prior written consent.


                              29.4     No
Waiver. No delay or omission to exercise any
right, power or remedy accruing to Agent or any Lender upon any breach or
default of Borrower under this Agreement shall impair any such right, power or
remedy of Agent or any Lender, nor shall it be construed to be a waiver of any
such breach or default thereafter occurring, nor shall any waiver of any single
breach or default theretofore occurring be deemed a waiver of any other breach
or default. Any waiver, permit, consent or approval of any kind under this
Agreement, or any waiver on the part of Agent or any Lender of any provision or
condition of this Agreement must be in writing and shall be effective only to
the extent specifically set forth in such writing. 


                              29.5     Remedies
Cumulative. All remedies either under this
Agreement, by law, or otherwise afforded to Agent and Lenders, shall be
cumulative and not alternative.


                              29.6     Costs,
Fees and Expenses.


                                          (a)     Loan
Documents. Borrower agrees to pay the following:


                                                  (i)     all
costs and expenses of Agent and Lenders in connection with (A) the preparation,
review, negotiation, execution, delivery and administration of the Loan
Documents, and the other documents to be delivered in connection therewith, or
any waivers, consents, amendments, extensions and increases to any of the
foregoing, (B) the preparation for, negotiations regarding, consultations
concerning, or the defense or prosecution of legal proceedings involving any
claims made or threatened against Agent or any Lender arising out of or related
to the Loan Documents, the transactions contemplated hereunder and the
protection of any of the Collateral, or (C) after the occurrence and during the
continuation of an Event of Default, obtaining any appraisals or reappraisals
of Collateral, periodic lien searches and tax clearance certificates, as Agent
in its discretion may require (including in all cases, without limitation,
reasonable attorneys’ fees and expenses);


                                                  (ii)     all
losses, costs and expenses of Agent and Lenders and their participants in
connection with the interpretation, enforcement, protection and preservation of
Agent’s and Lenders’ rights or remedies under the Loan Documents, or any other
agreement relating to any of the Obligations, or in connection with legal
advice relating to the rights or responsibilities of Agent or any Lender
(including without limitation court costs, reasonable attorneys’ fees, expenses
of accountants and appraiser and the cost of all appeals); and


                                                  (iii)     any
and all stamp and other taxes payable or determined to be payable in connection
with the execution and delivery of the Loan Documents, and all liabilities to
which Agent and each Lender may become subject as the result of delay in paying
or omission to pay such taxes.


                                          (b)     Recording;
Etc. Borrower agrees to pay all costs, expenses
and fees of Agent and Lenders and their participants related to the Receivables
Loan, the transactions contemplated hereunder and the exercise by Agent and
Lenders of their rights and remedies, including without limitation, costs and
expenses incurred or paid by Agent and


86






Lender and their participants for photocopying; notarization; couriers;
messengers; telecommunications; public record searches (including without
limitation, real estate, tax lien, litigation, UCC or bankruptcy searches);
filing; recording; publication; appraisals of Collateral upon the occurrence
and during the continuance of an Event of Default; real estate surveys; real
estate title insurance reports, commitments, policies and endorsements;
environmental audits or surveys; and accounting or other professional advisors.


                                          (c)     Attorneys’
Fees. Borrower agrees to pay all reasonable
attorneys’ fees and the costs and disbursements of any outside attorney or
paralegal engaged by Agent and Lenders and their participants in connection
with (i) advising, structuring, drafting, preparing, reviewing, negotiating,
administering the Loan Documents or any waivers, consents, amendments,
extensions, modifications or restatements related thereto; (ii) interpreting,
enforcing, protecting, preserving, defending or terminating any of the Loan
Documents or any of Agent’s and Lenders’ rights and remedies related thereto,
irrespective of whether suit is brought (including without limitation, all
costs and expenses and reasonable attorneys’ fees related to any “workout,”
“restructuring,” insolvency or similar proceeding involving Borrower); (iii)
legal advice relating to the rights and responsibilities of Agent and Lenders
in connection with the Loan Documents; (iv) the preparation for negotiations
regarding, consultations concerning or the defense or prosecution of any legal
proceedings involving, any claim (including third-party claims) made or
threatened against Agent or any Lender and their participants related to or involving
the Loan Documents, the transactions contemplated under the Loan Documents,
Lender’s relationship with Borrower; or (v) any actions taken pursuant to the
Loan Documents by Agent or any Lender. Notwithstanding the foregoing, without
the prior consent of Borrower, Agent and Lenders agree that Borrower will not
be obligated to pay any costs or disbursements (including attorneys fees) as
provided for under this Section 29.6(c) in connection with the
drafting, preparing, reviewing, negotiating or closing of any additional
Commitment Amount in an aggregate amount in excess of $35,000,000 received from
any Lender or any other Person after the Closing Date. 


                                          (d)     Protection
of Security, Etc. Borrower agrees to pay all costs
and expenses, including reasonable attorneys’ and paralegals’ fees incurred by
Agent and Lenders and their participants in protecting, maintaining, preserving
or enforcing this Agreement or any other Loan Document or any of the Timeshare
Loans in defending or prosecuting any action or proceeding arising out of or
relating to Agent’s and Lenders’ transactions with Borrower, or in exercising
any of its rights hereunder, or under any of the Loan Documents or under
applicable law.


                                         (e)     Lockbox
Bank; Servicer; Custodian. Borrower agrees to pay
all costs and expenses relating to the servicing of the Timeshare Loans,
including without limitation all sums payable to the Lockbox Bank and Servicer,
all in accordance with, as applicable, the terms of the Lockbox Agreement and
the Servicing Agreement and any costs, expenses and reasonable fees charged by
Agent in the event Agent services such Timeshare Loans, and the costs, expenses
and fees of any other such Lockbox Bank, Servicer or Custodian.


                                         (f)     Sales
and Marketing. Borrower agrees that it or its
Affiliates shall pay all costs and expenses related to the sales and marketing
of Timeshare


87






Interests, and all reasonable sums payable to any of Borrower or its
Affiliates engaged by or for Agent, for the benefit of Lenders, to sell
Timeshare Interests after an Event of Default.


                                         (g)     Audit
and Inspection. Borrower agrees to pay all reasonable
costs and expenses incurred by Agent and Lenders and their participants in
connection with any inspections of the Primary Projects or the Units or any
audit of Borrower or any of its business activities; provided, however,
unless an Incipient Default or an Event of Default has occurred, Borrower shall
not be responsible to pay for any costs or expenses incurred in connection with
any such inspections or audits more often than once every calendar year.


                                         (h)     Reimbursement.
In the event that Borrower fails to perform any obligations under any of the
Loan Documents, Agent may perform such obligations and Borrower agrees to
reimburse Agent for all funds expended by Agent and all costs related thereto.
If Borrower does not reimburse Agent within ten (10) days after demand by
Agent, interest shall accrue on such reimbursement obligations at the Default
Rate.


                                         (i)     Payment.
Borrower irrevocably authorizes Agent and Lenders to pay all costs, expenses,
fees, reimbursement obligations and other sums payable to Agent and Lenders and
their participants under this Agreement or any of the Loan Documents out of any
Advances under the Receivables Loan or as an Advance under the Receivables Loan
without the requirement for a Request for Receivables Loan Advance form.


                                         (j)     Survival.
Borrower’s obligations under this Section shall survive termination of this
Agreement and repayment of the Receivables Loan.


                              29.7     No
Other Agreements. All understandings and
agreements heretofore had between the parties respecting the transactions
contemplated by this Agreement are merged in this Agreement and the Loan
Documents and there are no other agreements, written or oral, and no customs or
usages applicable to any provision of this Agreement. In the event of any
inconsistency between the terms of this Agreement and the terms of the other
Loan Documents, the terms of this Agreement shall prevail.


                              29.8     Amendments.
No change in or addition to, or waiver of, any provision of this Agreement
shall be valid against Borrower unless in writing and signed on behalf of
Borrower, except for such amendments or modifications expressly provided in
this Agreement relating to the relationship among Agent and/or Lenders for
which Borrower’s consent is not otherwise expressly required therefor.


                              29.9     Survival
of Covenants, Agreements, Representations and Warranties.
All warranties, representations, covenants and indemnities made by Borrower
herein or in any certificate or other instrument delivered by it or on its
behalf under this Agreement: (a) shall be considered to have been relied upon
by Agent and Lenders and shall survive the Closing, termination of this
Agreement and repayment of the Receivables Loan, regardless of any
investigation made by Agent or any Lender or on its behalf, (b) are material
and being relied upon by Agent and Lenders, and (c) are true in all respects as
of the date hereof and shall be true in all respects at all times hereafter
(unless such representations and warranties


88






pertain to an earlier time period). All statements in any such
certificate or other instrument shall constitute warranties and representations
by Borrower hereunder.


                              29.10     Governing
Law. THIS AGREEMENT AND ALL TRANSACTIONS CONTEMPLATED HEREUNDER, AND ALL
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED AS TO THE VALIDITY, INTERPRETATION,
CONSTRUCTION, ENFORCEMENT AND IN ALL OTHER RESPECTS BY THE LAW OF THE STATE OF
CONNECTICUT, THE PRIMARY PLACE OF BUSINESS OF AGENT, WITHOUT REGARD TO ITS
RULES AND PRINCIPLES REGARDING CONFLICTS OF LAWS OR ANY RULE OR CANON OF CONSTRUCTION
WHICH INTERPRETS AGREEMENTS AGAINST THE DRAFTSMAN.


                              29.11     Limitation
of Liability. Borrower shall be responsible for
and Agent and Lenders are hereby released from any claim or liability in
connection with:


                                           
(a)     safekeeping any
Collateral;


                                            (b)     any
loss or damage to any Collateral;


                                            (c)     any
diminution in value of the Collateral not resulting from the gross negligence
or willful misconduct of Agent; or


                                            (d)     any
act or default of another Person not resulting from the gross negligence or
willful misconduct of Agent.


                    Agent
and Lenders shall only be liable for any act or omission on their part
constituting gross negligence or willful misconduct. In the event Borrower
brings suit against Agent or any Lender in connection with the transactions
contemplated hereunder and Agent or such Lender is found not to be liable,
Borrower agrees to indemnify and hold Agent and Lenders harmless from all costs
and expenses, including reasonable attorneys’ fees, incurred by Agent and
Lenders in connection with such suit. This Agreement is not intended to
obligate Agent and Lenders 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 Receivables Loan.


                              29.12      Submission
to Jurisdiction. Borrower consents to the
non-exclusive jurisdiction of any state or federal court located within the
State of Connecticut and irrevocably agree that, subject to Agent’s election,
all actions or proceedings relating to the Loan Documents or the transactions
contemplated hereunder shall be litigated in such courts, and Borrower waives
any objection which they may have based on lack of personal jurisdiction,
improper venue or forum non conveniens to the conduct of any proceeding
in any such court. Nothing contained in this Agreement shall affect the right
of Agent or any Lender to serve legal process in any other manner permitted by
law or affect the right of Agent or any Lender to bring any action or
proceeding against Borrower or its property in the courts of any other
jurisdiction.


                              29.13     Service
of Process. BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY SUMMONS AND
COMPLAINT IN CONNECTION WITH ANY PROCEEDINGS ARISING OUT OF THIS AGREEMENT, OR
OTHER 


89






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 BORROWER AT THE ADDRESS TO WHICH NOTICES ARE TO BE SENT PURSUANT
TO SECTION 29.1. BORROWER WAIVES ANY CLAIM THAT CONNECTICUT IS AN
INCONVENIENT FORUM OR AN IMPROPER FORUM BASED ON LACK OF VENUE. SHOULD
BORROWER, 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, BORROWER SHALL BE DEEMED IN DEFAULT AND AN ORDER
AND/OR JUDGMENT MAY BE ENTERED BY AGENT AGAINST BORROWER AS DEMANDED OR PRAYED
FOR IN SUCH SUMMONS, COMPLAINT, PROCESS OR PAPERS.


                              29.14     Use
of Name. Borrower shall not, without the prior
written consent of Agent, use the name of Agent or any Lender in connection
with any of its business activities, except in connection with internal
business matters and as required in dealings with governmental agencies and
other financial institutions and as may otherwise be required pursuant to
applicable Legal Requirements or in a press release with respect to the
Receivables Loan. Upon the consent of Borrower, Agent and Lenders may use the
name of Borrower and any of its Affiliates in any press release, advertisement
or other promotional materials issued with respect to the Receivables Loan.


                              29.15     Headings; References to “Exhibits” or
to “Sections”. Section headings have been inserted
in this Agreement as a matter of convenience of reference only, and are not a
part of this Agreement and shall not be used in the interpretation of this
Agreement. References herein to a “Section” or an “Exhibit” without further
attribution shall be deemed to refer to sections or exhibits, as the case may
be, of or to this Agreement. All Schedules and Exhibits referred to herein or
attached hereto shall be deemed to be incorporated herein for all purposes.


                              29.16     Partial Invalidity.
If any term, provision, covenant or condition of this Agreement, or any
application thereof, should be held by a court of competent jurisdiction to be
invalid, void or enforceable, all terms, provisions, covenants and conditions
of this Agreement, and all applications thereof, not held invalid, void or
unenforceable shall continue in full force and effect and shall in no way be
affected, impaired or invalidated thereby, provided that the invalidity,
voidness or unenforceability of such term, provision, covenant or condition
(after giving effect to the next sentence in this Section) does not materially
impair the ability of the parties to consummate the transactions contemplated
hereby. In lieu of such invalid, void or unenforceable term, provision,
covenant or condition there shall be added to this Agreement a term, provision,
covenant or condition that is valid, not void and enforceable and is as similar
to such invalid, void or enforceable term, provision, covenant or condition as
may be possible.


                              29.17     Waiver
in Legal Actions. In connection with any
proceedings under this Agreement or the documents collateral hereto or the
transactions contemplated hereunder, Borrower irrevocably waives:


90






                                          
(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 any
Receivables Loan Note or any other Loan Document;


                                          
(d)          The
benefit of any valuation, appraisal and exemption law;


                                          
(e)          Any right
to subrogation, reimbursement, contribution or indemnity; and


                                          
(f)          Any right
to require Agent and Lenders to marshal any assets of Borrower or any other
Person.


                              29.18    Sale; Participations;
Delegations of Duties. Borrower acknowledges and agrees that
Agent and Lenders shall have the right, without notice to or consent of
Borrower, to sell participation interests in the Advances made hereunder or the
Receivables Loan in whole or in part to other Persons and that Agent and Lenders
may delegate to other Persons performance of certain obligations of Agent and
Lenders under this Agreement. In connection therewith, Agent and Lenders may
make available to any prospective purchaser, assignee, participant or other
Person, any information in its possession regarding Borrower, the Project or
the Vacation Club so long as such information is provided in accordance with
the terms and conditions of a confidentiality agreement in form and content
acceptable to Agent and Borrower. In the event that Agent or any Lender
participates or sells its interest in the Receivables Loan to any Eligible
Transferee, Agent or such Lender shall have no further responsibilities or
liabilities in connection with the sold or participated portion of the Receivables
Loan, including without limitation the obligation to fund Advances related to
such sold or participated portions, after the date of such sale or
participation. All of such responsibilities and liabilities after the date of
such sale shall be those of the Eligible Transferee of Agent’s or such Lender’s
interest.


                              29.19    Indemnification.
Borrower agrees to indemnify Agent and Lenders and all participants, their
successors, assigns, shareholders, officers, directors, employees and agents
(each an “Indemnified Party”) against any damage, loss or expense (including
reasonable attorneys’ fees and court costs) awarded against or paid, incurred
or suffered by any Indemnified Party as a result of proceedings, actions,
claims, counterclaims, fines or penalties arising out of or resulting from (a)
any act or omission of Borrower or any of its respective Affiliates, employees,
contractors or agents, (b) any violation of or noncompliance by Borrower or its
Affiliates with any Legal Requirement, (c) the breach by Borrower of any
covenant, warranty, term or provision of this Agreement or any Loan Document,
or (d) any misrepresentation by Borrower in respect of any aspect of the
transactions contemplated by this 


91






Agreement unless in the case of any of the foregoing clauses (a)-(d),
such damage, loss or expense results from the gross negligence or willful
misconduct of any Indemnified Party.


                    In
the event Borrower shall fail to pay taxes, insurance, Assessments, costs or expenses
which it is required to pay hereunder, or fail to keep the Collateral free from
security interests or lien or fail to maintain or repair the Projects as
required hereby, or otherwise breach any obligation hereunder, Agent in its
discretion, may make expenditures for such purposes and the amount so expended
(including reasonable attorneys’ fees and expenses, filing fees and other
charges) shall be payable by Borrower on demand. With respect to any amount
required to be paid by Borrower under this Section, in the event Borrower fails
to pay such amount on demand, Borrower shall also pay to Agent, for the benefit
of Lenders, interest thereon at the Default Rate.


                    Borrower
agrees to indemnify and hold harmless, each Indemnified Party, from and against
any and all claims, liabilities, losses, damages, costs and expenses (whether
or not such Person is a party to any litigation), including reasonable
attorneys’ fees and costs and costs of investigation, document production,
attendance at depositions or other discovery with respect to or arising out of
this Agreement, any of the Loan Documents, the use of any proceeds advanced
hereunder, the transactions contemplated hereunder, or any claim, demand,
action or cause of action being asserted against Borrower, unless resulting
from the gross negligence or willful misconduct of such Indemnified Party.


                    Borrower’s
obligations under this Section shall survive termination of this Agreement and
repayment of the Receivables Loan.


                              29.20    Brokers; Payment of Commissions.
Borrower represents and warrants to Agent and Lenders that 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 agrees to pay the compensation, if
any, due to any 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. Agent represents and warrants to Borrower, and Borrower acknowledges
and agrees, that Wellington Financial is the only party that has acted as a
consultant, advisor, broker, agent, finder or intermediary solely on Agent’s
behalf in connection with the transactions contemplated hereunder. Agent agrees
that it shall pay Wellington Financial such fees or other compensation in
connection with the transactions contemplated hereunder, as may be due to
Wellington Financial and agrees to hold Borrower harmless from any claims,
losses or expenses resulting therefrom.


                              29.21    Counterparts; Electronic Signatures.
This Agreement and any other Loan Document may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to
be an original without the production of any other counterpart. Any signature
on any Loan Document or any document collateral thereto, delivered by Borrower
by facsimile, pdf or other electronic transmission shall be deemed to be an
original signature thereto.


                              29.22    Consents, Approvals and Discretion.
Unless expressly indicated otherwise, whenever Agent’s or any Lender’s consent
or approval is required or permitted, or any documents or other items are
required to be acceptable to Agent or such Lender, such 


92






consent, approval or acceptability shall be at the sole and absolute
discretion of Agent or such Lender. Unless expressly indicated otherwise,
whenever any determination or act is at Agent’s or such Lender’s discretion,
such determination or act shall be at Agent’s and such Lender’s sole and
absolute discretion.


                              29.23    Control of Association. Notwithstanding
anything herein or elsewhere to the contrary, to the extent that Borrower
agrees to cause any Association to take or refrain from taking any action, such
agreement shall only apply with respect to any Association if Borrower or any
of its Affiliates has direct or indirect control of any Association at such
time or if such Association is managed by the Vacation Club Manager.


                              29.24    No Joint Venture. Nothing contained
herein is intended to permit or authorize Borrower to make any contract on
behalf of Agent or any Lender, nor shall this Agreement nor any of the
documents collateral hereto be construed as creating a partnership or joint
venture with Agent or any Lender. Borrower shall indemnify and hold Agent and
Lenders harmless from any damages and expenses resulting from such a
construction or any assertion thereof caused by Borrower unless any such
damages or expenses arise from the willful misconduct or gross negligence of
Agent or any Lender. Agent and Lenders do not hereby assume and shall have no
responsibility, obligation or liability to any Purchaser or other Person,
Agent’s and each Lender’s relationship being that only of a creditor who has
taken, as security for the Obligations, the liens and security interests in the
Collateral.


                              29.25    All Powers Coupled With Interest. All
powers of attorney and other authorizations granted to Agent or any Lender and
any Persons designated by Agent or any Lender pursuant to any provisions of
this Agreement or any of the other Loan Documents shall be deemed coupled with
an interest and shall be irrevocable so long as any of the Obligations remain
unpaid or unsatisfied.


                              29.26    Time of the Essence. Time is of the
essence in the performance by Borrower of all its obligations hereunder.


                              29.27    No Third Party Beneficiaries. The
rights and benefits of this Agreement and the Loan Documents shall not inure to
the benefit of any third party.


                              29.28    Directly or Indirectly. Where any
provision in the Agreement refers to action to be taken by any Person, or which
such Person is prohibited from taking, such provisions shall be applicable
whether such action is taken directly or indirectly by such Person.


                              29.29    Dealing With Multiple Borrowers. If
more than one Person is named as a Borrower hereunder, all obligations,
representations, warranties, covenants and indemnities set forth in the Loan
Documents to which such Person is a party, shall be joint and several. Agent
and Lenders shall have the right to deal with any individual Borrower with
respect to all matters concerning the rights and obligations of Agent and
Lenders hereunder and with respect to the transactions contemplated under the
Loan Documents. All actions or inactions of the officers, managers, members
and/or agents of any Borrower with respect to the transactions contemplated
under the Loan Documents shall be deemed to be with full authority and binding
upon all Borrowers. Borrower hereby appoints each other Borrower as its true
and 


93






lawful attorney-in-fact, with full right and power, for purposes of
exercising all rights of such Person under the Loan Documents and under
applicable law with respect to the transactions contemplated under the Loan
Documents. The foregoing is a material inducement to the agreement of Agent and
Lenders to enter into this Agreement and to consummate the transactions
contemplated hereby.


                              29.30    Limitation on Damages. Borrower agrees
that, in any action, suit or proceeding, in respect of or arising out of this
Agreement, the Loan Documents or the transactions contemplated hereunder,
whether sounding in contract or tort, each waives to the fullest extent permitted
by law, any claim they may have against Agent or any Lender for consequential,
punitive or special damages.


                              29.31    Confidentiality. Borrower, Agent and
Lenders 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 made following the mutual execution and
delivery of this Agreement; provided that, (a) Agent or any
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) Borrower may disclose the terms hereof in its periodic filings with the
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 29.31, 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.


                              29.32    Commercial Transaction. BORROWER ACKNOWLEDGES THAT THIS IS A “COMMERCIAL
TRANSACTION” AS SUCH IS DEFINED IN CHAPTER 903a OF THE CONNECTICUT GENERAL
STATUTES, AS AMENDED. BORROWER FURTHER ACKNOWLEDGES THAT, PURSUANT TO SUCH
SECTION, IT HAS A RIGHT TO NOTICE OF AND HEARING PRIOR TO THE ISSUANCE OF ANY
“PREJUDGMENT REMEDY”. NOTWITHSTANDING THE FOREGOING, BORROWER HEREBY WAIVES ALL
RIGHTS TO SUCH NOTICE, JUDICIAL HEARING OR PRIOR COURT ORDER IN CONNECTION WITH
ANY SUIT ON THIS AGREEMENT, THE RECEIVABLES LOAN NOTES, ANY OF THE LOAN
DOCUMENTS OR ANY EXTENSIONS OR RENEWALS OF THE SAME.


                              29.33    Waiver of Right to Trial by Jury. BORROWER,
AGENT AND LENDERS WAIVE ANY RIGHT TO TRIAL BY JURY ON ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION (a) ARISING HEREUNDER OR UNDER ANY OF THE DOCUMENTS COLLATERAL
HERETO, OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF BORROWER, AGENT OR ANY LENDER WITH RESPECT HERETO OR TO ANY OF THE
DOCUMENTS COLLATERAL HERETO, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN
EACH CASE WHETHER SOUNDING IN CONTRACT 


94






OR TORT OR OTHERWISE. BORROWER, AGENT AND
LENDERS AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO
THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH OF THE OTHER PARTIES’ TO
THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. BORROWER ACKNOWLEDGES THAT IT HAS
HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL REGARDING THIS SECTION, THAT IT
FULLY UNDERSTANDS ITS TERMS, CONTENT AND EFFECT, AND THAT IT VOLUNTARILY AND
KNOWINGLY AGREES TO THE TERMS OF THIS SECTION.


                              29.34    Delegation of Duties and Rights. Agent
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. Agent may use
Wellington to perform certain services in connection with the transactions
contemplated under the Loan Documents. Agent or any Lender may pay Wellington
or any other Persons performing services for Agent such compensation as Agent
may elect. Borrower shall not be responsible for any such payments by Agent or
any Lender due to Wellington or such other Persons.


                              29.35    USA Patriot Act Notice. Agent hereby
notifies Borrower that, pursuant to the requirements of the USA PATRIOT ACT,
Agent and each Lender may be required to obtain, verify and record information
that identified Borrower, which information includes the name and address of
Borrower and other information that will allow Agent and Lenders to identify
Borrower in accordance with the USA Patriot Act.


 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


95






          IN
WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the day and year first above written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 AGENT:

 
	
  

 	
  

 
	
  

 	
 LIBERTY BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Donald S.
 Peruta, Vice President

 
	
  

 	
  

 
	
  

 	
 BORROWER:

 
	
  

 	
  

 
	
  

 	
 BLUEGREEN CORPORATION

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Anthony M.
 Puleo, Senior Vice President,

 
	
  

 	
  

 	
  

 	
 CFO and
 Treasurer

 
	
  

 	
  

 
	
  

 	
 LENDERS:

 
	
  

 	
  

 
	
  

 	
 LIBERTY BANK

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Donald S.
 Peruta, Vice President

 






	
  

 	
  

 	
  

 
	
  

 	
 Address:

 	
 315 Main
 Street

 
	
  

 	
  

 	
 Middletown,
 Connecticut 06457

 
	
  

 	
  

 	
  

 
	
  

 	
 Commitment
 Amount: $55,000,000, minus the then outstanding principal balance of
 the Existing Loan due and owing to Liberty Bank under the Existing Loan
 Agreement.

 


96









	
  

 	
  

 	
  

 	
  

 	
  

 	 

	
  

 	
 TD BANK, N.A.

 	 

	
  

 	
  

 	 

	
  

 	
 By:

 	
  

 	 

	
  

 	
  

 	

 


 	 

	
  

 	
 Name/Title:

 	
  

 	 

	
  

 	
  

 	
  

 	

 


 	 

	
  

 	
  

 	
  

 
	
  

 	
 Address:

 	
 99 West
 Street

 
	
  

 	
  

 	
 Pittsfield,
 MA 01201

 
	
  

 	
  

 
	
  

 	
 Commitment
 Amount: $5,000,000, minus the then outstanding principal balance of the
 Existing Loan due and owing to TD Bank, N.A. under the Existing Loan
 Agreement.

 
								


97









	
  

 	
  

 	
  

 
	
 List of Schedules and Exhibits

 
	
  

 	
  

 	
  

 
	
 Schedule 1

 	
  

 	
 Projects

 
	
 Schedule 8.6

 	
  

 	
 Litigation

 
	
 Schedule 8.7

 	
  

 	
 Taxes

 
	
 Schedule
 8.12

 	
  

 	
 Material
 Adverse Change

 
	
 Schedule
 8.14

 	
  

 	
 Names,
 Addresses and States of Formation

 
	
 Schedule
 8.16

 	
  

 	
 Pension
 Plans

 
	
 Schedule
 8.23

 	
  

 	
 Closing Date
 Indebtedness

 
	
 Schedule 9.5

 	
  

 	
 Units Ready
 for Use

 
	
 Schedule 9.9

 	
  

 	
 Timeshare States

 
	
 Schedule
 9.14

 	
  

 	
 Developer
 Subsidy

 
	
 Schedule
 9.15

 	
  

 	
 Project
 Documents

 
	
 Schedule
 14.3

 	
  

 	
 Required
 Insurance Coverage

 
	
 Schedule
 15.4

 	
  

 	
 Affiliate
 Transactions

 
	
 Schedule
 15.5

 	
  

 	
 Permitted
 Primary Project Management Agreement Assignments/Form of Letter Agreement

 
	
  

 	
  

 	
  

 
	
 Exhibit A

 	
  

 	
 Consumer
 Documents for Primary Projects

 
	
 Exhibit B

 	
  

 	
 Request for
 Receivables Loan Advance Form

 
	
 Exhibit C

 	
  

 	
 Form of
 Assignment

 
	
 Exhibit D

 	
  

 	
 Form of
 Notice to Purchaser

 
	
 Exhibit E

 	
  

 	
 Form of
 Title Insurance Policy with Endorsements for Primary Projects

 
	
 Exhibit F

 	
  

 	
 Form of
 Confirmation of Recording

 
	
 Exhibit G

 	
  

 	
 Request for
 Supplementary Advance Form

 
	
 Exhibit H

 	
  

 	
 Form of
 Compliance Certificate

 
	
 Exhibit I

 	
  

 	
 Form of
 Commitment Transfer Supplement

 
	
 Exhibit J

 	
  

 	
 Form of
 Monthly Report

 
	
 Exhibit K

 	
  

 	
 List of Title
 Companies