Execution Copy  


AMENDED AND RESTATED

SERVICING AGREEMENT


          THIS
AMENDED AND RESTATED SERVICING AGREEMENT (“Agreement”) is effective as of the
31st day of December, of 2007, and is made and entered into by and among
BLUEGREEN CORPORATION, a Massachusetts corporation (“Servicer”), BLUEGREEN/BIG
CEDAR VACATIONS, LLC, a Delaware limited liability company (the “Company”) and
Big Cedar, L.L.C., a Missouri limited liability company (“Big Cedar”).  


WITNESSETH


          WHEREAS,
Servicer, the Company, and Big
Cedar previously entered into that certain Servicing Agreement dated as of June
16, 2000 (the “Original Servicing Agreement”),
which provided for an arrangement by which Servicer provided servicing of
timeshare receivables, specifically in respect to promissory notes, purchase
documents and related deeds of trust received by the Company from certain
purchasers of timeshare interests at the Big Cedar Timeshare Project, on the
terms set forth therein; and 


          WHEREAS,
Servicer, the Company, and Big Cedar
now desire to amend and restate the Original Servicing Agreement in its
entirety on the terms and conditions set forth herein. 


          NOW,
THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, and
the mutual promises contained herein, the Original Servicing Agreement is
hereby amended by striking said Original Servicing Agreement in its entirety
and substituting therefore the following Amended and Restated Servicing
Agreement: 


1.       Definitions.


                    (a)          
Big Cedar Timeshare Project shall
mean that certain timeshare project developed by the Company known as the
Wilderness Club at Big Cedar and located contiguous to the Big Cedar Lodge in
Ridgedale, Taney County, Missouri, including that portion of the Big Cedar
Timeshare Project known as the “Building 3000 Project,” which timeshare project
is located on that certain property described on Exhibit “B” to the Operating
Agreement and incorporated herein by this reference. 


                   (b)          
Contracts shall mean collectively
all promissory notes, purchase documents and related deeds of trust received by
the Company from certain purchasers of timeshare interests at the Timeshare
Projects secured by timeshare interest(s) at the Timeshare Project(s). 


                  (c)          
Operating Agreement shall mean
that certain Amended and Restated Operating Agreement of Bluegreen/Big Cedar
Vacations, LLC, dated as of the date hereof, by and between Bluegreen Vacations
Unlimited, Inc. (“Bluegreen Vacations”),
an affiliate of Servicer, and Big Cedar. 







                    (d)          
Red Rock Bluff Timeshare Project
shall mean that certain timeshare project to be developed by the Company,
located in Taney County, Missouri, which timeshare project shall be located on
that certain property described on Exhibit “C” attached to the Operating
Agreement and incorporated herein by this reference. 


                    (e)          
Timeshare Projects shall mean
collectively the Big Cedar Timeshare Project and the Red Rock Bluff Timeshare
Project, together with such other timeshare projects as may be owned, developed
and sold by the Company from time to time. 


	
 

	
 


	
2.

	
Application. This Agreement shall apply
 to all Contracts received from purchasers of timeshare interests at the
 Timeshare Projects secured by timeshare interest(s) at the Timeshare
 Project(s). 


	
 

	
 


	
3.

	
Appointment of Servicer as an Independent Contractor.
 The Company hereby appoints Servicer as an independent contractor to collect,
 for the account of the Company, all periodic and other payments under the
 Contracts. Servicer hereby accepts such appointment and agrees to act in
 accordance with the terms hereof. Servicer shall have only the authority that
 is expressly conferred upon it by this Agreement. 


	
 

	
 


	
4.

	
Lockbox Bank. The Servicer has engaged
 and shall engage the services of Bank of America, N.A. (the “Lockbox Bank”) that will govern the terms
 of the Account (as defined below), such Lockbox Bank having been deemed to be
 acceptable to the Company. The Servicer has entered and will enter into
 agreements with the Lockbox Bank (the “Lockbox
 Agreement”) setting forth the obligations of the Lockbox Bank
 described in this Agreement, which prior agreements contain no terms or
 conditions that conflict with the terms and conditions of this Agreement and
 have been deemed to be reasonably acceptable to the Company and any such
 future agreements shall likewise contain no terms or conditions that conflict
 with the terms and conditions of this Agreement and shall be shall be
 reasonably acceptable to the Company. 


	
 

	
 


	
5.

	
Payments.








	
 

	
 

	
 


	
 

	
(a)

	
Collection of Payments. With respect to
 all Contracts serviced under this
 Agreement, Servicer covenants and agrees that during the entire term
 of this Agreement, Servicer will seek, at its sole cost and expense, to
 collect promptly all payments due under the Contracts.


	
 

	
 

	
 


	
 

	
(b)

	
Authorization to accept Payments.
 Servicer is only authorized to accept payments as provided in the Contracts
 or as required by law. 


	
 

	
 

	
 


	
 

	
(c)

	
Default under Contract. Subject to any
 reinstatement of the defaulted Contracts as may take place, Servicer shall,
 on behalf of and at the direction of the Company, in case of default of any
 of the Contracts, take reasonable and customary actions to forfeit or cancel
 the rights of the obligor(s) under such Contracts, or institute or assist in
 instituting, possessory, forfeiture, foreclosure or other proceedings to
 acquire or terminate the rights of the obligor(s) in and to the 





2







	
 

	
 

	
 


	
 

	
 

	
timeshare
 interest; such actions of the Servicer in so proceeding to be at the total
 cost and expense of the Company.


	
 

	
 

	
 


	
 

	
(d)

	
Post Office Box. Servicer agrees that it
shall establish through the Lockbox Bank a post office box depository to
which payments by obligors under the Contracts may be made. Such post office
box shall be opened in the name of the Company/Servicer (or if required by a
hypothecation lender to the Company, then Servicer may open the lockbox in
the name determined by such hypothecation lender). Each obligor, as
applicable, will be, as soon as possible after the date of this Agreement,
and thereafter periodically as determined by Servicer, instructed to mail
their remittances under the Contracts to the above described post office box.
The Company agrees to take all steps necessary or, in Servicer’s opinion,
desirable to cause the applicable obligors under the Contracts to mail their
remittances to the post office box.  


	
 

	
 

	
 


	
 

	
(e)

	
Receipt of Payments. On the day
 received, the Lockbox Bank will open all mail addressed to the post office
 box referred to herein and remove and inspect enclosures. All Checks (as
 defined below) and other collection remittances and all return items will be
 processed by the Lockbox Bank according to the terms hereof and of the
 Lockbox Agreement. 


	
 

	
 

	
 


	
 

	
(f)

	
PAC Arrangements. If payors of Contracts
are offered the opportunity to pay such Contracts by electronic funds
transfer, pre-authorized checking (“PAC”) arrangements or credit card
payments, then Servicer shall process such payments through the appropriate
accounts as opposed to processing by check collection. Such payments shall,
otherwise, be subject to the terms hereof.  








	
 

	
 


	
6.

	
Bluegreen/Big Cedar Vacations, LLC Contracts Account.








	
 

	
 

	
 


	
 

	
(a)

	
Deposit of Payments. All money orders,
 checks, drafts and other orders of payment (“Checks”) respecting payment on Contracts, and all money and
 other funds (“Monies”)
 (including electronic fund transfer, PACs, credit card payments or similar
 arrangements) respecting payment on Contracts received by Servicer or the
 Lockbox Bank, in accordance with its usual and customary procedures, will be
 deposited by Servicer or the Lockbox Bank into the appropriate account at the
 Lockbox Bank maintained in the name of “Bluegreen/Big Cedar Vacations, LLC”
 or a related variation thereof (hereinafter the “Accounts”), it being recognized as of the date of this
 Agreement that there are a total of three (3) such Accounts. In addition to
 Servicer’s or Lockbox Bank’s deposit of all Checks and Monies received by it
 or in the post office box, respectively, to the Accounts, the Company agrees
 that it will make or cause the obligors under the respective Contracts who
 are unable or unwilling to remit payments due to the post office box or by
 electronic fund transfer, PAC arrangements or credit card payments, to
 instead pay the Company directly or by way of transfers to an account of the
 Company, which the Company shall then deposit into the applicable Account.
 Charges respecting the Accounts or the post office box and any other charges,
 costs or fees incurred pursuant to this Agreement will be billed to and paid 





3







	
 

	
 

	
 


	
 

	
 

	
directly by
 the Company, and Servicer will not be liable for any such charges, costs or
 fees. Servicer may deduct from the foregoing payments its Fee, pursuant to Paragraph 7, and costs as set forth in
Paragraph 5(c) and the preceding sentence
 (if Servicer pays such charges, costs or fees on behalf of the Company), provided,
 that the Servicer shall only be permitted to make such deductions if the
 Company has not timely paid such amounts as provided in Section 7. The Accounts have been and/or
 shall be opened as interest-bearing accounts, if possible, and all such
 interest shall accrue to the benefit of the Company. If an interest-bearing
 account is not possible, Servicer shall seek to have amounts in the Accounts,
 as applicable, swept into to an interest-bearing account on a daily or other
 periodic and routine basis no less frequently than three times per week,
 which interest shall accrue to the benefit of the Company, or swept directly
 to an account as directed by any hypothecation lender.


	
 

	
 

	
 


	
 

	
(b)

	
Monies to be held in Trust. All Checks
 and Monies received by Servicer are to be segregated from all other funds of
 Servicer and shall be held in trust for the Company until deposited. All
 Checks and Monies received by Servicer and/or deposited into the Accounts are
 the property of the Company, and Servicer will have no interest in or control
 over the Checks and Monies, excepting for its rights set forth in Paragraph 6(a) and its obligations set
 forth herein, as applicable. 


	
 

	
 

	
 


	
 

	
(c)

	
Withdrawals. Withdrawals from the
 Accounts are restricted, and may be made only by way of draft, wire transfer
 or electronic funds transfer payable to the Company or pursuant to Paragraph 6(a). To the extent that a
 hypothecation lender does not otherwise direct, Servicer will arrange to wire
 transfer to the Company all collected funds received in the applicable
 Account to the Company’s account number 2020000449306 at Wachovia Bank in
 Boca Raton, Florida, bank transit number 063000021, reference Bluegreen/Big
 Cedar Vacations, LLC, or as may otherwise be specifically directed by the
 Company. The Servicer shall seek to set up an automated repetitive wire agreement
 (daily or other periodic and routine basis not less frequently than three
 times per week) in respect to the foregoing transfers, subject to the terms
 of this Agreement. 


	
 

	
 

	
 


	
 

	
(d)

	
Acceptable Payee. Servicer or Lockbox
 Bank will deposit into the applicable Account all Checks on which the payee
 or endorsee is the Company or a reasonable variation of the Company’s name (“Acceptable Payee”). Servicer or
Lockbox
 Bank has the right, in its sole discretion, to determine what a reasonable
 variation of Acceptable Payee is. If the payee is not an Acceptable Payee,
 Servicer or Lockbox Bank will not deposit the Check in the Account and the
 Check will be referred to the Servicer. The Company agrees to indemnify and
 hold Servicer harmless from and against all losses, costs, attorney’s fees,
 claims or suits suffered by Servicer arising out of, or in connection with,
 its depositing Checks payable to or endorsed in favor of Acceptable Payees,
 except to the extent such damages and losses are as a result of Servicer’s violation
 of laws, breach of this Agreement, bad faith, gross negligence or willful
 acts or omissions.





4







	
 

	
 

	
 


	
 

	
(e)

	
Payments received by the Company. The
 Company shall cause all payments on Contracts to be made to the applicable
 Account, and any payment on Contracts which are received by the Company shall
 be delivered by the Company to Servicer within two (2) business days after
 receipt thereof. 


	
 

	
 

	
 


	
 

	
(f)

	
Accounting. Within fifteen (15) days
 after the end of each calendar month during the term of this Agreement,
 Servicer shall deliver to the Company:








	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
a statement
 showing the then-current balance of the Accounts and all deposits into and
 withdrawals from the Accounts, including all deductions made by Servicer for
 its Fee and costs incurred by Servicer on behalf of the Company as set forth
 in Paragraphs 5(c) and 6(a), during the immediately preceding
 calendar month. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
a trial
 balance on each of the Contracts including the payments received (if any),
 delinquency status, and a complete breakdown of the payment record as to
 principal and interest and the outstanding principal balance of each
 Contract; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
an aging
 report on each of the Contracts; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
a collection
 report on each of the Contracts; 


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
a report on
 the status of the Contracts, including new sales, forfeitures, foreclosures
 and cancellations; and 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
a true,
 correct and complete list of all Contracts, including the names and addresses
 of the related customers, which Servicer received in the immediately
 preceding month. 


	
 

	
 

	
 

	
 


	
 

	
(g)

	
Check Deposit Requirements. Subject to any reasonable requirements of the Lockbox
Bank and legal requirements, Servicer will and will cause the Lockbox Bank to
agree to abide by the following requirements and limitations when depositing
Checks in the Account:  


	
 

	
 

	
 

	
 


	
 

	
 

	
(i)

	
In the
 absence of a Check date, Lockbox Bank will insert the current date with the
 date stamp and process the check as provided in this Agreement. Lockbox Bank
 will not deposit Checks postdated three (3) or more days, or Checks with
 dates six (6) months or older.


	
 

	
 

	
 

	
 


	
 

	
 

	
(ii)

	
If a Check’s
 written and numerical amounts differ, Lockbox Bank will credit the account
 respecting such Contract for the written amount.


	
 

	
 

	
 

	
 


	
 

	
 

	
(iii)

	
If the
 drawer’s signature is missing or the Check contains no indication of drawer,
 Lockbox Bank will not deposit the Check. Otherwise, Servicer will deposit the
 Check and affix a stamp impression requesting the drawee bank to contact
 drawer for authority to pay.





5







	
 

	
 

	
 

	
 


	
 

	
 

	
(iv)

	
Lockbox Bank
will attempt to identify and segregate altered Checks and Checks bearing
restrictive notations, such as “payment in full,” “balance on account,” or
“final settlement.” All Checks so identified will not be deposited; provided,
however, Lockbox Bank will have no liability to any person, including the
Company, should it process and deposit an altered Check or a Check bearing
any such restrictive notation.  


	
 

	
 

	
 

	
 


	
 

	
 

	
(v)

	
Checks drawn
 in foreign currency will be referred to Servicer. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(vi)

	
Prior to
deposit, Lockbox Bank will endorse Checks “Credited to the Account of Within
Named Payee, Absence of Endorsement Guaranteed.”  


	
 

	
 

	
 

	
 


	
 

	
 

	
(vii)

	
Checks
deposited in the Accounts, which are returned unpaid because of “insufficient
funds,” “uncollected funds,” or similar reasons, will be redeposited once by
Lockbox Bank. If redeposit is not warranted for reasons such as “account
closed,” or “payment stopped” or if a Check is returned a second time or
there are any other charges or debits resulting from returned or otherwise
dishonored Checks, such amounts will be debited from the Account.  


	
 

	
 

	
 

	
 


	
 

	
 

	
(viii)

	
All
 deposited Checks must be scanned by Lockbox Bank. Lockbox Bank will retain
 such scanned records for four (4) years. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(ix)

	
No services
 concerning the Accounts will be provided on any bank holiday prescribed by
 the Federal Reserve district in which the Account is located. 








	
 

	
 

	
 


	
7.


	
Servicing Fee. The Company shall be
liable for the payment of a monthly servicing fee (the “Fee”) to Servicer in
the amount of one-twelfth (1/12) of two percent (2%) of the outstanding
principal balance at the beginning of the servicing period (the Servicer’s
calendar month) of the Contracts. Except as provided in Paragraphs 5(c) and
6(a), the Company shall have no responsibility or liability for any payment
of fees or expenses other than the Fee. The Servicer shall invoice the
Company for the Fee and any reimbursable expenses on the last day of each
month, which amounts shall be paid by the Company to the Servicer within
fifteen (15) days after receipt of such invoices. If the Fee and any
reimbursable expenses are not timely paid after invoice for the same,
Servicer shall be entitled to deduct from funds of the Company in its
possession pursuant to this Agreement the Fee and reimbursable costs.
Servicer shall have all rights, whether statutory, common law or contractual,
to set off any past-due indebtedness of the Company to Servicer arising
pursuant to this Agreement against any of the funds of the Company that, pursuant
to this Agreement, it may have in its possession from time to time.  





6







	
 

	
 

	
 


	
8.

	
Obligation to provide Notice. 


	
 

	
 

	
 


	
 

	
(a)

	
Notice upon sale, transfer or assignment.
 Servicer will notify the Company of any information received by Servicer of
 the sale, transfer or assignment of any timeshare interest, together with the
 date of the instrument or order transferring title to the timeshare interest
 respecting any Contract serviced by Servicer. 


	
 

	
 

	
 


	
 

	
(b)

	
Notice upon condemnation or eminent domain proceedings.
 Servicer will promptly report and forward to the Company any notices or
 pleadings received in connection with any condemnation or eminent domain
 proceeding affecting any timeshare interest respecting any Contract. Servicer
 shall also advise the Company as to the extent of taking and its effect on
 such property and shall give its recommendation as to action with respect to
 such proceedings. 








	
 

	
 


	
9.

	
Unauthorized acts of Servicer. Except as
 otherwise provided herein, Servicer is not authorized or empowered to waive
 or vary the terms of any of the Contracts in any material way, and will not
 at any time waive or consent to the postponement of strict compliance on the
 part of any obligor with respect to any material term, provision or covenant
 of any Contract, nor grant, in any other manner, indulgence with respect to
 any such material term, provision or covenant, without the express written
 approval of the Company, or an authorized representative of the Company. 


	
 

	
 


	
10.

	
Servicer as an Affiliate of a Member of the Company.
 It is recognized and agreed that Servicer is an affiliate of Bluegreen
 Vacations, which is a member of the Company, and that in no way shall the
 terms of this Agreement be deemed to limit or restrict the rights of
 Bluegreen Vacations as a member of the Company. The Company waives any
 conflict of interest as may exist between Servicer, in its capacity as
 Servicer, and Servicer, as an affiliate of Bluegreen Vacations, in its
 capacity as a member of the Company. 


	
 

	
 


	
11.

	
Indemnification by the Company. The
 Company agrees to save and hold harmless, to defend and to indemnify,
 Servicer against all actions, proceedings, claims, demands, losses, outlays,
 damages or expenses, including reasonable legal fees, of any nature and
 character as may arise or be made against Servicer as a result of Servicer’s
 acting in relation to this Agreement, or which Servicer may in any way incur
 in defending or prosecuting, settling or discontinuing any such proceeding,
 action, claim, damage, expense or outlay. Notwithstanding the foregoing, in
 no event shall the Company be obligated to indemnify Servicer from any
 actions, proceedings, claims, demands, losses, outlays, damages or expenses
 resulting from Servicer’s fraud, bad faith, dishonesty, violation of Laws,
 willful misconduct, gross negligence or breach of the express terms of this
 Agreement. 


	
 

	
 


	
12.

	
Indemnification by the Servicer.
 Servicer agrees to save and hold harmless, to defend and indemnify, the
 Company against all actions, proceedings, claims, demands, losses, outlays,
 damages or expenses, including reasonable legal fees of any nature and
 character as may arise or be made against the Company as a result of
 Servicer’s or Lockbox Bank’s violation of laws, breach of this Agreement, bad
 faith, gross negligence or willful acts or omissions in acting in relation to
 this Agreement or the Lockbox Agreement, or which the Company may in any way
 incur in defending or prosecuting, 





7







	
 

	
 


	
 

	
settling or
 discontinuing any such proceeding, action, claim, damage, expense or outlay.
 Notwithstanding the foregoing, in no event shall Servicer be obligated to
 indemnify the Company from any actions, proceedings, claims, demands, losses,
 outlays, damages or expenses resulting from the Company’s fraud, bad faith,
 dishonesty, violation of Laws, willful misconduct, gross negligence or breach
 of the express terms of this Agreement. 


	
 

	
 


	
13.

	
Audit of Servicer’s Books and Records.
 Servicer agrees that, during and subsequent to the term of this Agreement,
 representatives or agents of the Company may, at any time during ordinary
 business hours, but not more than twice in any one calendar year (or more
 frequently if Servicer breaches its obligations hereunder), and without
 unreasonable interference with the day-to-day operations of Servicer, examine,
 audit and make copies of all books, records and documents maintained by
 Servicer relating to the Contracts. Servicer agrees to maintain all such
 books, records and documents, including computer tapes, disks and hard copies
 of all such computer data, in readable form necessary to access and process
 such data, where they are maintained at the inception of the terms hereof,
 for a period of four (4) years following termination of this Agreement. 


	
 

	
 


	
14.

	
Term. The term of this Agreement shall
 commence on the date it is executed and delivered by the parties, and shall
 continue until all Contracts are fully paid; provided, however, that this
 Agreement may be terminated at any time by Big Cedar in the event of an
 uncured material breach of this Agreement, provable fraud, bad faith, gross
 negligence or willful misconduct of Servicer or by mutual agreement by both
 the Company and Servicer. Servicer shall deliver to the Company (or any
 subsequent servicer) all existing books, records and documents, including
 computer readable memory as may be maintained by Servicer for the continued
 servicing of the Contracts after any termination of this Agreement. Servicer
 agrees that such books and records relating to any Contracts shall, following
 termination of this Agreement, be delivered to the Company, provided,
 however, the Company agrees that Servicer shall have the right to maintain
 copies of such books and records for its own account. 


	
 

	
 


	
15.

	
Custody of Contracts and related documents.
 Custody of the originals of all Contracts and executed instruments related
 thereto shall be delivered into the custody of Servicer to hold for and on
 behalf of the Company in accordance with the terms hereof; provided, however,
 that, to the extent required to perfect any security interest therein, the
 same may be delivered to an acquiror or pledgee thereof, pursuant to the
 terms of any applicable sale, hypothecation or loan agreement or documents
 related thereto, including but not limited to any applicable custodial
 agreement. Servicer agrees to hold such instruments delivered to Servicer
 subject to the terms hereof, or otherwise subject to the terms of the
 aforereferenced documents. 


	
 

	
 


	
16.

	
Duty of Care. Servicer will exercise the
 same degree of care, and will give the same attention of performance of the
 obligations pursuant to this Agreement in a manner consistent with the level
 of skill and care as reasonably may be required in performance of services to
 be provided hereunder. Servicer shall not be liable for consequential or
 incidental damages resulting from the inaccuracy of any information furnished
 to the Company or any errors or mistakes in reports prepared by Servicer,
 except for those 





8







	
 

	
 


	
 

	
caused by
 the gross negligence or willful misconduct of Servicer, its employees or
 independent contractors. 


	
 

	
 


	
17.

	
Security Interest. So long as any
 amounts are due by the Company to Servicer, the Company hereby grants to
 Servicer a security interest and lien on the Account and all proceeds thereof
 to the extent of such amounts. 


	
 

	
 


	
18.

	
Assignment. Servicer may assign its
 rights and delegate the performance of its duties under this Agreement, in
 part or in full to any other corporation or entity controlled by, controlling
 or under the common control with Servicer, so long as Servicer remains primarily
 liable for its obligations under this Agreement and such assignee is able to
 perform in the same manner as Servicer. The respective rights and duties of
 the Company under this Agreement may not be assigned nor delegated. 


	
 

	
 


	
19.

	
Modification. This Agreement represents
 the entire agreement with respect to the servicing of Contracts and
 supersedes all prior agreements related thereto, including without
 limitation, the Original Servicing Agreement. This Agreement may not be
 changed or terminated orally and no modification, termination or attempted
 waiver shall be valid unless in writing and signed by all parties or in the
 case of waiver, signed by the party who is waiving such action or inaction. 


	
 

	
 


	
20.

	
Counterparts. This Agreement may be
 executed in one or more counterparts, each of which shall be deemed an
 original, and all of which taken together shall constitute one agreement. 


	
 

	
 


	
21.

	
Remedies. If a party hereto obtains a
judgment against any other party by reason of breach of this Agreement, a reasonable
attorneys’ fee as fixed by the court shall be included in such judgment. Any
party hereto shall be entitled to maintain, on its own behalf, any action or
proceeding against any other party hereto (including, any action for damages,
specific performance, or declaratory relief) for or by reason of breach by
such party of this Agreement; provided, however, the liability of any party
for or by reason of breach by such party of this Agreement shall be limited
as set forth herein.  


	
 

	
 


	
22.

	
Limitation of Liability. Except as
 expressly provided in this Agreement, no party to this Agreement shall be
 liable to another for any special, incidental, indirect, consequential, lost
 future revenue, income or profits, diminution of value or loss of business
 reputation or opportunity, punitive or similar damages in connection with
 this Agreement. 


	
 

	
 


	
23.

	
Execution of Additional Documents. The
 Company and Servicer agree to execute and deliver to each other, from time to
 time, any additional instruments and documents necessary or desirable to
 effectuate, finalize, record or perfect the transactions contemplated under
 this Agreement. 


	
 

	
 


	
24.

	
Notices. Any notice or communication
 required or permitted to be given hereunder shall be in writing, addressed to
 the respective party as set forth below, or such different address as any
 party may, from time to time, give notice of, in accordance with the 





9







	
 

	
 


	
 

	
provisions
 of this Paragraph 24, and may be
 personally served, telecopied or sent by overnight courier or U.S. mail, and
 shall be deemed given: (a) if served in person, when served; (b) if
 telecopied, on the date of transmission if before 3:00 p.m. Boca Raton,
 Florida time (any notice received after such time shall be deemed received on
 the next business day), provided that a hard copy of such notice is also sent
 pursuant to clause (c) or (d); (c) if by overnight courier, on the first
 business day after delivery by the courier; or (d) if by U.S. mail, on the
 fourth day after deposit in the mail, postage prepaid, certified mail, return
 receipt requested. 








	
 

	
 

	
 

	
 


	
 

	
If to
 Servicer:

	
 

	
Bluegreen
 Corporation


	
 

	
 

	
 

	
4960
 Conference Way North, Suite 300


	
 

	
 

	
 

	
Boca Raton,
 Florida 33431


	
 

	
 

	
 

	
Attn: Mr.
 David Pontius, President


	
 

	
 

	
 

	
 


	
 

	
With a copy
 to:

	
 

	
Weinstock
 & Scavo, P.C.


	
 

	
 

	
 

	
3405 Piedmont
 Road, N.E.


	
 

	
 

	
 

	
Suite 300


	
 

	
 

	
 

	
Atlanta,
 Georgia 30305


	
 

	
 

	
 

	
(404)
 231-3999


	
 

	
 

	
 

	
(404)
 231-1618


	
 

	
 

	
 

	
Attn: James
 J Scavo, Esq.


	
 

	
 

	
 

	
 


	
 

	
If to the
 Company:

	
 

	
Bluegreen/Big
 Cedar Vacations, LLC


	
 

	
 

	
 

	
C/o
 Bluegreen Corporation


	
 

	
 

	
 

	
4960
 Conference Way North, Suite 300


	
 

	
 

	
 

	
Boca Raton,
 Florida 33431


	
 

	
 

	
 

	
Attn: Mr.
 David Pontius, President


	
 

	
 

	
 

	
 


	
 

	
If to Big
 Cedar:

	
 

	
Big Cedar,
 L.L.C.


	
 

	
 

	
 

	
2500 East
 Kearney Street


	
 

	
 

	
 

	
Springfield,
 Missouri 65898


	
 

	
 

	
 

	
Tel: (417)
 339-5100


	
 

	
 

	
 

	
Fax: (417)
 334-3956


	
 

	
 

	
 

	
Attn:
 General Counsel


	
 

	
 

	
 

	
Attn: Toni
 M. Miller


	
 

	
 

	
 

	
 


	
 

	
With a copy
 to:

	
 

	
Latham &
 Watkins, L.L.P.


	
 

	
 

	
 

	
233 South
 Wacker Drive


	
 

	
 

	
 

	
Chicago, IL
 60606


	
 

	
 

	
 

	
Tel: (312)
 876-6520


	
 

	
 

	
 

	
Fax: (312)
 993-6767


	
 

	
 

	
 

	
Attn:
 Michael A. Pucker








	
 

	
 


	
25.

	
Benefit. This Agreement shall bind and
 inure to the benefit of Servicer and the Company, and to their respective
 successors and permitted assignees.





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26.

	
Interpretation. This Agreement shall be
governed by, interpreted and enforced in accordance with the laws of the
State of Missouri.  


	
 

	
 


	
27.

	
Force Majeure. Servicer shall not be liable
to the Company nor be deemed to have defaulted under or breached this
Agreement for failure or delay in fulfilling or performing any term of the
Agreement, provided such failure or delay is caused by or results from a
Force Majeure. As used herein, “Force
Majeure” shall mean any event that is beyond the reasonable
control of and not the fault of Servicer, including without limitation, acts
of God or nature, acts of public enemy, civil or military conflicts, labor
disturbances, communications line failure and acts or inactions of a
governmental authority. Notwithstanding the foregoing, this Paragraph 27 does not limit a party’s
right to terminate this Agreement under Paragraph
14.  





[Signature Page Follows]


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          IN
WITNESS WHEREOF the parties hereto have executed and
delivered this Agreement as of the date first written above. 


	
 

	
 

	
 

	
 

	
 


	
 

	
SERVICER:


	
 

	
 


	
 

	
BLUEGREEN
 CORPORATION,


	
 

	
a
 Massachusetts corporation


	
 

	
 


	
 

	
By: 

	
 

	
 


	
 

	
 

	



	
 

	
Print Name: 

	
 


	
 

	
 

	



	
 

	
Title: 

	
 


	
 

	
 

	



	
 

	
 


	
 

	
COMPANY:


	
 

	
 


	
 

	
BLUEGREEN/BIG
 CEDAR VACATIONS, LLC,


	
 

	
a Delaware
 limited liability company


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
Print Name:

	
 


	
 

	
 

	



	
 

	
Title:

	
 


	
 

	
 

	



	
 

	
 


	
 

	
Solely for
 the purposes of the rights set forth in


	
 

	
Paragraph
 14:


	
 

	
 


	
 

	
BIG CEDAR, L.L.C., a Missouri limited


	
 

	
liability
 company


	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Toni M.
 Miller


	
 

	
 

	
Authorized
 Signatory


	
	
	




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