Execution Copy 


SALE AGREEMENT


                    This
SALE AGREEMENT (this “Agreement”),
dated as of August 1, 2010, is by and among Bluegreen Corporation, a
Massachusetts corporation (“Bluegreen”),
BXG Timeshare Trust I, a statutory trust formed under the laws of the State of
Delaware (“BXG Timeshare I” or the
“Seller”) and BXG Legacy 2010 LLC,
a Delaware limited liability company (the “Issuer”),
and their respective permitted successors and assigns. 


W I T N E S S E T H:


                    WHEREAS,
in connection with the transactions contemplated by (i) that certain purchase
and contribution agreement, dated as of May 1, 2006 (as amended from time to
time in accordance with the terms thereof, the “Warehouse Purchase and Contribution Agreement”) by and between
Bluegreen Timeshare Finance Corporation I, as depositor (the “Warehouse Depositor”) and Bluegreen, as
seller, (ii) that certain sale agreement, dated as of May 1, 2006 (as amended
from time to time in accordance with the terms thereof, the “Warehouse Sale Agreement”) by and between
the Warehouse Depositor and BXG Timeshare I, (iii) that certain second amended
and restated indenture, dated as of June 1, 2009 (as amended from time to time
in accordance with the terms thereof, the “Warehouse
Indenture”), by and among BXG Timeshare I, Bluegreen, as servicer
(the “Warehouse Servicer”),
Vacation Trust, Inc., as club trustee, Concord Servicing Corporation, as backup
servicer, U.S. Bank National Association, as indenture trustee, and Branch
Banking and Trust Company, as agent, and (iv) that certain second amended and
restated note funding agreement, dated as of June 1, 2009 (as amended from time
to time in accordance with the terms thereof, the “Warehouse Note Funding Agreement”) by and among BXG Timeshare
I, as issuer, Bluegreen, as seller and as servicer, the Warehouse Depositor,
Branch Banking and Trust Company, as agent, and the purchasers named therein,
(A) Bluegreen sold, transferred and conveyed, from time to time, all of its
right, title and interest in, to and under certain timeshare loans, receivables
and related security (the “Warehouse
Timeshare Loans”) to the Warehouse Depositor, (B) the Warehouse
Depositor sold the Warehouse Timeshare Loans to BXG Timeshare I and (C) BXG
Timeshare I issued five classes of notes (the “Warehouse Notes”) secured by the Warehouse Timeshare Loans; 


                    WHEREAS,
in connection with each sale of the Warehouse Timeshare Loans to the Warehouse
Depositor under the Warehouse Purchase and Contribution Agreement, Bluegreen
made certain representations and warranties with respect to the Warehouse
Timeshare Loans as of the related transfer dates; 


                    WHEREAS,
on the Closing Date, (i) the Seller wishes to sell all of its right, title and
interest in and to certain of the Warehouse Timeshare Loans (the “Initial Timeshare Loans”) to the Issuer in
accordance with the provisions of this Agreement, and (ii) the Issuer intends
to pledge such Initial Timeshare Loans to U.S. Bank, National Association, as
indenture trustee (in such capacity, the “Indenture
Trustee”) and custodian (in such capacity, the “Custodian”), pursuant to an indenture,
dated as of August 1, 2010 (the “Indenture”),
by and among the Issuer, Bluegreen, as servicer (the “Servicer”), the Club Trustee, the Backup
Servicer, the Indenture Trustee, the Custodian, the Paying Agent and the
Account Intermediary, 


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to secure the Issuer’s 12.00% Timeshare Loan-Backed Notes, Series 2010,
Class A-1 and 12.00% Timeshare Loan-Backed Notes, Series 2010, Class A-2
(collectively, the “Notes”); 


                    WHEREAS,
Bluegreen originated substantially all of the Initial Timeshare Loans, is
familiar with the terms of the Initial Timeshare Loans and is the Warehouse
Servicer and has been servicing each of the Initial Timeshare Loans in
accordance with the Servicing Standard and the applicable provisions of the
Warehouse Indenture and it has not taken or failed to take any action to cause
a breach of the representations and warranties set forth in the Warehouse
Purchase and Contribution Agreement; 


                    WHEREAS,
in consideration for providing the representations and warranties set forth in
Section 5 of this Agreement and having the obligation to cure any material
breaches thereof, or to repurchase or substitute any Defective Timeshare Loans,
and to provide the indemnities set forth hereunder, Bluegreen desires to act as
the Servicer on behalf of the holders of the Notes, for which Bluegreen shall
be entitled to receive a Servicing Fee and Additional Servicing Compensation in
accordance with the provisions of the Indenture; and 


                    WHEREAS,
Bluegreen, as the sole member of the Issuer, will derive an economic benefit
from the sale hereunder of the Initial Timeshare Loans to the Issuer. 


                    NOW,
THEREFORE, in consideration of the mutual covenants set forth herein, and for
other valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto covenant and agree as follows: 


                    SECTION
1. Definitions; Interpretation. Capitalized terms used but not defined
herein shall have the meanings specified in “Standard Definitions” attached as
Annex A to the Indenture. 


                    SECTION
2. Acquisition of Timeshare Loans. 


                    (a)
Initial Timeshare Loans. On the Closing Date, in return for the
Timeshare Loan Acquisition Price for each of the Initial Timeshare Loans, the
Seller does hereby transfer, assign, sell and grant to the Issuer, without recourse
(except as provided in Section 6 and Section 8 hereof), any and all of the
Seller’s right, title and interest in and to (i) the Initial Timeshare Loans
listed on Schedule III hereto, (ii) the Receivables in respect of such
Initial Timeshare Loans due after the related Cut-Off Date, (iii) the related
Timeshare Loan Documents (excluding any rights as developer or declarant under
the Timeshare Declaration, the Timeshare Program Consumer Documents or the
Timeshare Program Governing Documents), (iv) all Related Security in respect of
each such Initial Timeshare Loan and (v) all income, payments, proceeds and
other benefits and rights related to any of the foregoing (the property in
clauses (i)-(v), being the “Assets”).
Upon such sale and transfer, the ownership of each Initial Timeshare Loan and
all collections allocable to principal and interest thereon after the related
Cut-Off Date and all other property interests or rights conveyed pursuant to
and referenced in this Section 2(a) shall immediately vest in the Issuer, its
successors and assigns. The Seller shall not take any action inconsistent with
such ownership nor claim any ownership interest in any Initial Timeshare Loan
for any purpose whatsoever other than for federal and state income tax
reporting, if applicable. The parties to this Agreement hereby acknowledge that
the “credit risk” of the Initial Timeshare 


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Loans conveyed hereunder shall be borne by the Issuer and its
subsequent assignees and the Guarantor. 


                    (b)
Delivery of Timeshare Loan Documents. In connection with the sale,
transfer, assignment and conveyance of any Timeshare Loan hereunder, the Seller
hereby agrees to deliver or cause to be delivered, on or by the Closing Date
(with respect to any Initial Timeshare Loan) and Bluegreen hereby agrees to
deliver or cause to be delivered, on or within five Business Days from each
Transfer Date (with respect to any Qualified Substitute Timeshare Loan), to the
Custodian, all related Timeshare Loan Files and to the Servicer all related
Timeshare Loan Servicing Files. 


                    (c)
Collections. Bluegreen and the Seller shall deposit or cause to be
deposited all collections in respect of the Timeshare Loans received by
Bluegreen or the Seller or their Affiliates after the related Cut-Off Date in
the Lockbox Account and, with respect to Credit Card Timeshare Loans, direct
each applicable credit card vendor to deposit all payments in respect of such
Credit Card Timeshare Loans to the Credit Card Account (net of the Servicer Credit
Card Processing Costs). 


                    (d)
Limitation of Liability. Neither the Issuer nor any subsequent assignee
of the Issuer shall have any obligation or liability with respect to any
Timeshare Loan nor shall the Issuer or any subsequent assignee have any
liability to any Obligor in respect of any Timeshare Loan. No such obligation
or liability is intended to be assumed by the Issuer or any subsequent assignee
herewith and any such liability is hereby expressly disclaimed. 


                    SECTION
3. Intended Characterization; Grant of Security Interest. It is the
intention of the parties hereto that the transfer of Assets to be made pursuant
to the terms hereof shall constitute a sale by the Seller to the Issuer and not
a loan secured by such Assets. In the event, however, that a court of competent
jurisdiction were to hold that any such transfer constitutes a loan and not a
sale, it is the intention of the parties hereto that the Seller shall be deemed
to have granted to the Issuer as of the date hereof a first priority perfected
security interest in all of Seller’s right, title and interest in, to and under
the Assets specified in Section 2 hereof and the proceeds thereof and that with
respect to such transfer, this Agreement shall constitute a security agreement
under applicable law. In the event of the characterization of any such transfer
as a loan, the amount of interest payable or paid with respect to such loan
under the terms of this Agreement shall be limited to an amount which shall not
exceed the maximum non-usurious rate of interest allowed by the applicable
state law or any applicable law of the United States permitting a higher
maximum non-usurious rate that preempts such applicable state law, which could
lawfully be contracted for, charged or received (the “Highest Lawful Rate”). In the event any
payment of interest on any such loan exceeds the Highest Lawful Rate, the
parties hereto stipulate that (a) to the extent possible given the term of such
loan, such excess amount previously paid or to be paid with respect to such
loan be applied to reduce the principal balance of such loan, and the
provisions thereof immediately be deemed reformed and the amounts thereafter
collectible thereunder reduced, without the necessity of the execution of any
new document, so as to comply with the then applicable law, but so as to permit
the recovery of the fullest amount otherwise called for thereunder and (b) to
the extent that the reduction of the principal balance of, and the amounts
collectible under, such loan and the reformation of the provisions thereof
described in the immediately preceding clause (a) is not possible given the 


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term of such loan, such excess amount will be deemed to have been paid
with respect to such loan as a result of an error and upon discovery of such
error or upon notice thereof by any party hereto such amount shall be refunded
by the recipient thereof. 


                    The
characterization of the Seller as “debtor” and the Issuer as “secured party” in
any such security agreement and any related financing statements required
hereunder is solely for protective purposes and shall in no way be construed as
being contrary to the intent of the parties that this transaction be treated as
a sale to the Issuer of the Seller’s entire right, title and interest in and to
the Assets. 


                    Each
of the Seller, Bluegreen, the Club, the Club Trustee and any of its Affiliates
hereby agrees to make the appropriate entries in its general accounting records
and to indicate that the Assets have been transferred to the Issuer and its
subsequent assignees. 


                    SECTION
4. Conditions Precedent to Acquisition of Timeshare Loans by the Issuer.
The obligations of the Issuer to purchase any Timeshare Loans hereunder shall
be subject to the satisfaction of the following conditions: 


                    (a)
On the Closing Date, with respect to the Initial Timeshare Loans, and on each
Transfer Date, with respect to any Qualified Substitute Timeshare Loan replacing
a Timeshare Loan, all representations and warranties of Bluegreen contained in
Section 5(a) hereof shall be true and correct on such date as if made on such
date, and all representations and warranties as to the Timeshare Loans
contained in Section 5(b) hereof and all information provided in the Schedule
of Timeshare Loans in respect of each such Timeshare Loan conveyed on the
Closing Date or such Transfer Date, as applicable, shall be true and correct on
such date. 


                    (b)
On or prior to the Closing Date (with respect to the Initial Timeshare Loans)
or, as provided for in Section 6(e) hereof (with respect to Qualified
Substitute Timeshare Loans), the Seller shall have delivered or shall have
caused the delivery of (i) the related Timeshare Loan Files to the Custodian
and the Custodian shall have delivered a Custodian’s Certification therefor
pursuant to the Custodial Agreement and (ii) the Timeshare Loan Servicing Files
to the Servicer. 


                    (c)
The Seller shall have delivered or caused to be delivered all other information
theretofore required or reasonably requested by the Issuer to be delivered by
the Seller or performed or caused to be performed all other obligations
required to be performed as of the Closing Date or the Transfer Date, as the
case may be, including all filings, recordings and/or registrations as may be
necessary in the reasonable opinion of the the Issuer or the Indenture Trustee
to establish and preserve the right, title and interest of the Issuer or the
Indenture Trustee, as the case may be, in the related Timeshare Loans. 


                    (d)
On or before the Closing Date and on each Transfer Date, the Transaction
Documents shall be in full force and effect. 


                    (e)
With respect to the Initial Timeshare Loans, the Notes shall be issued and sold
on the Closing Date, and the Issuer shall receive the full consideration due it
upon the issuance of the Notes, and the Issuer shall have applied its
consideration to the extent necessary, to pay the Timeshare Loan Acquisition
Price for each Timeshare Loan. 


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                    (f)
Each Initial Timeshare Loan shall be an Eligible Timeshare Loan and each of the
conditions herein and in the Indenture for the purchases of such Timeshare Loans
shall have been satisfied. 


                    (g)
Each Qualified Substitute Timeshare Loan replacing a Defective Timeshare Loan
shall satisfy each of the criteria specified in the definition of “Qualified
Substitute Timeshare Loan” and each of the conditions herein and in the
Indenture for substitution of Timeshare Loans shall have been satisfied. 


                    (h)
The Issuer shall have received such other certificates and opinions as it shall
reasonably request. 


                    SECTION
5. Representations and Warranties and Certain Covenants of Bluegreen. 


                    (a)
Bluegreen represents and warrants to the Issuer and the Indenture Trustee for
the benefit of the Noteholders as follows: 


	
  

 	
  

 
	
  

 	
                (i)
 Due Incorporation; Valid Existence; Good Standing. As of the Closing
 Date and as of each Transfer Date, it is a corporation duly organized and
 validly existing in good standing under the laws of the jurisdiction of its
 incorporation; and is duly qualified to do business as a foreign corporation
 and in good standing under the laws of each jurisdiction where the character
 of its property, the nature of its business or the performance of its
 obligations under this Agreement makes such qualification necessary, except
 where the failure to be so qualified will not have a material adverse effect
 on its business or its ability to perform its obligations under this
 Agreement or any other Transaction Document to which it is a party or under
 the transactions contemplated hereunder or thereunder or the validity or
 enforceability of any Timeshare Loans. The Seller is a statutory trust duly
 organized and validly existing in good standing under the laws of the
 jurisdiction of its formation and is duly qualified to do business as a
 foreign entity and in good standing under the laws of each jurisdiction where
 the performance of its obligations under this Agreement makes such
 qualification necessary, except where the failure to be so qualified will not
 have a material adverse effect on its ability to perform its obligations
 under this Agreement or any other Transaction Document to which it is a party
 or under the transactions contemplated hereunder or thereunder or the
 validity or enforceability of any Timeshare Loans. 

 
	
  

 	
  

 
	
  

 	
                (ii)
 Possession of Licenses, Certificates, Franchises and Permits. As of
 the Closing Date with respect to the Seller and Bluegreen and as of each
 Transfer Date with respect to Bluegreen, each of Bluegreen and the Seller
 holds all material licenses, certificates, franchises and permits from all
 governmental authorities necessary for the conduct of its business, and has
 received no notice of proceedings relating to the revocation of any such
 license, certificate, franchise or permit, which singly or in the aggregate,
 if the subject of an unfavorable decision, ruling or finding, would
 materially and adversely affect its ability to perform its obligations under
 this Agreement or any other Transaction Document to which it is a party or
 under the transactions contemplated hereunder or thereunder or the validity
 or enforceability of any Timeshare Loans. 

 


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                (iii)
 Corporate Authority and Power. As of the Closing Date and as of each
 Transfer Date, it has, and at all times during the term of this Agreement
 will have, all requisite corporate power and authority to own its properties,
 to conduct its business, to execute and deliver this Agreement and all
 documents and transactions contemplated hereunder and to perform all of its
 obligations under this Agreement and any other Transaction Document to which
 it is a party or under the transactions contemplated hereunder or thereunder.
 As of the Closing Date, the Seller has all requisite corporate power and
 authority to own its properties, to conduct its business, to execute and
 deliver this Agreement and all documents and transactions contemplated
 hereunder and to perform all of its obligations under this Agreement and any
 other Transaction Document to which it is a party or under the transactions
 contemplated hereunder or thereunder. As of the Closing Date, the Seller has
 all requisite power and authority to acquire, own, transfer and convey
 Timeshare Loans to the Issuer. 

 
	
  

 	
  

 
	
  

 	
                (iv)
 Authorization, Execution and Delivery Valid and Binding. As of the Closing
 Date and as of each Transfer Date, this Agreement and all other Transaction
 Documents and instruments required or contemplated hereby to be executed and
 delivered by Bluegreen have been duly authorized, executed and delivered by
 Bluegreen and, assuming the due execution and delivery by, the other party or
 parties hereto and thereto, constitute legal, valid and binding agreements
 enforceable against Bluegreen in accordance with their respective terms
 subject, as to enforceability, to bankruptcy, insolvency, reorganization,
 liquidation, dissolution, moratorium and other similar applicable laws
 affecting the enforceability of creditors’ rights generally applicable in the
 event of the bankruptcy, insolvency, reorganization, liquidation or
 dissolution, as applicable, of Bluegreen and to general principles of equity,
 regardless of whether such enforceability shall be considered in a proceeding
 in equity or at law. As of the Closing Date, this Agreement and all other
 Transaction Documents and instruments required or contemplated hereby to be
 executed and delivered by the Seller have been duly authorized, executed and
 delivered by the Seller and, assuming the due execution and delivery by, the
 other party or parties hereto and thereto, constitute legal, valid and
 binding agreements enforceable against the Seller in accordance with their
 respective terms subject, as to enforceability, to bankruptcy, insolvency,
 reorganization, liquidation, dissolution, moratorium and other similar
 applicable laws affecting the enforceability of creditors’ rights generally
 applicable in the event of the bankruptcy, insolvency, reorganization,
 liquidation or dissolution as applicable, of the Seller and to general
 principles of equity, regardless of whether such enforceability shall be
 considered in a proceeding in equity or at law. As of the Closing Date, this
 Agreement constitutes a valid transfer of the Seller’s interest in the
 Timeshare Loans to the Issuer or, in the event of the characterization of any
 such transfer as a loan, the valid creation of a first priority perfected
 security interest in such Timeshare Loans in favor of the Issuer. 

 
	
  

 	
  

 
	
  

 	
                (v)
 No Violation of Law, Rule, Regulation, etc. As of the Closing Date and
 as of each Transfer Date, the execution, delivery and performance by
 Bluegreen of this Agreement and any other Transaction Document to which it is
 a party do not and will not (A) violate any of the provisions of its articles
 of incorporation or bylaws, (B) violate any provision of any law, governmental
 rule or regulation currently in effect applicable to it or its properties or
 by which it or its properties may be bound or affected, including, 

 


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 without limitation, any bulk transfer laws, where such violation
 would have a material adverse effect on its ability to perform its
 obligations under this Agreement or any other Transaction Document to which
 it is a party or under the transactions contemplated hereunder or thereunder
 or the validity or enforceability of the Timeshare Loans, (C) violate any
 judgment, decree, writ, injunction, award, determination or order currently
 in effect applicable to it or its properties or by which it or its properties
 are bound or affected, where such violation would have a material adverse
 effect on its ability to perform its obligations under this Agreement or any
 other Transaction Document to which it is a party or under the transactions
 contemplated hereunder or thereunder or the validity or enforceability of any
 Timeshare Loans, (D) conflict with, or result in a breach of, or constitute a
 default under, any of the provisions of any indenture, mortgage, deed of
 trust, contract or other instrument to which it is a party or by which it is
 bound where such violation would have a material adverse effect on its ability
 to perform its obligations under this Agreement or any other Transaction
 Document to which it is a party or under the transactions contemplated
 hereunder or thereunder or the validity or enforceability of any Timeshare
 Loans or (E) result in the creation or imposition of any Lien upon any of its
 properties pursuant to the terms of any such indenture, mortgage, deed of
 trust, contract or other instrument. As of the Closing Date, the execution,
 delivery and performance by the Seller of this Agreement and any other
 Transaction Document to which the Seller is a party do not and will not (1)
 violate any of the provisions of its certificate of trust, trust agreement or
 other related organizational document, (2) violate any provision of any law,
 governmental rule or regulation currently in effect applicable to the Seller
 or its properties by which the Seller or its properties may be bound or
 affected, including, without limitation, any bulk transfer laws, where such
 violation would have a material adverse effect on the Seller’s ability to
 perform its obligations under this Agreement or any other Transaction
 Document to which the Seller is a party or under the transactions
 contemplated hereunder or thereunder or the validity or enforceability of any
 Timeshare Loans, (3) violate any judgment, decree, writ, injunction, award,
 determination or order currently in effect applicable to the Seller or its
 properties or by which the Seller or its properties are bound or affected,
 where such violation would have a material adverse effect on the Seller’s
 ability to perform its obligations under this Agreement or any other
 Transaction Document to which the Seller is a party or under the transactions
 contemplated hereunder or thereunder or the validity or enforceability of
 Timeshare Loans or (4) conflict with, or result in a breach of, or constitute
 a default under, any of the provisions of any sale and servicing agreement,
 indenture, mortgage, deed of trust, contract or other instrument to which the
 Seller is a party or by which it is bound where such violation would have a
 material adverse effect on the Seller’s ability to perform its obligations
 under this Agreement or any other Transaction Document to which the Seller is
 a party or under the transactions contemplated hereunder or thereunder or the
 validity or enforceability of Timeshare Loans. 

 
	
  

 	
  

 
	
  

 	
                (vi)
 Governmental Consent. As of the Closing Date and as of each Transfer
 Date, no consent, approval, order or authorization of, and no filing with or
 notice to, any court or other Governmental Authority in respect of Bluegreen
 is required which has not been obtained in connection with the authorization,
 execution, delivery or performance by Bluegreen of this Agreement or any of
 the other Transaction Documents to which 

 


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 Bluegreen is a party or under the transactions contemplated hereunder
 or thereunder, including, without limitation, the transfer of the Timeshare
 Loans and the creation of the security interest of the Issuer therein
 pursuant to Section 3 hereof. As of the Closing Date, no consent, approval,
 order or authorization of, and no filing with or notice to, any court or
 other Governmental Authority in respect of the Seller is required which has
 not been obtained in connection with the authorization, execution, delivery
 or performance by the Seller of this Agreement or any of the other
 Transaction Documents to which the Seller is a party or under the
 transactions contemplated hereunder or thereunder, including, without
 limitation, the transfer of Timeshare Loans and the creation of the security
 interest of the Issuer therein pursuant to Section 3 hereof. 

 
	
  

 	
  

 
	
  

 	
                (vii)
 Defaults. As of the Closing Date and as of each Transfer Date, it is
 not in default under any material agreement, contract, instrument or
 indenture to which it is a party or by which it or its properties is or are
 bound, or with respect to any order of any court, administrative agency,
 arbitrator or governmental body, in each case, which would have a material
 adverse effect on the transactions contemplated hereunder or on its business,
 operations, financial condition or assets, and no event has occurred which
 with notice or lapse of time or both would constitute such a default with
 respect to any such agreement, contract, instrument or indenture, or with
 respect to any such order of any court, administrative agency, arbitrator or
 governmental body. As of the Closing Date, the Seller is not in default under
 any material agreement, contract, instrument or indenture to which it is a
 party or by which it or its properties is or are bound, or with respect to
 any order of any court, administrative agency, arbitrator or governmental
 body, in each case, which would have a material adverse effect on the
 transactions contemplated hereunder, and no event has occurred which with
 notice or lapse of time or both would constitute such a default with respect
 to any such agreement, contract, instrument or indenture, or with respect to
 any such order of any court, administrative agency, arbitrator or governmental
 body. 

 
	
  

 	
  

 
	
  

 	
                (viii)
 Insolvency. As of the Closing Date and as of each Transfer Date, it is
 solvent and will not be rendered insolvent by the transfer of any Timeshare
 Loans hereunder. On and after the Closing Date, it will not engage in any
 business or transaction the result of which would cause the property
 remaining with it to constitute an unreasonably small amount of capital. As
 of the Closing Date the Seller is solvent and will not be rendered insolvent
 by the transfer of any Timeshare Loans hereunder. On and after the Closing
 Date, the Seller will not engage in any business or transaction, the result
 of which would cause the property remaining with it to constitute an
 unreasonably small amount of capital. 

 
	
  

 	
  

 
	
  

 	
                (ix)
 Pending Litigation or Other Proceedings. Other than as described in
 the Private Placement Memorandum and on Schedule 5 attached hereto, as of the
 Closing Date, there is no pending or, to its Knowledge, threatened action,
 suit, proceeding or investigation before any court, administrative agency,
 arbitrator or governmental body against or affecting it which, if decided
 adversely, would materially and adversely affect (A) its condition (financial
 or otherwise), business or operations, (B) its ability to perform its
 obligations under, or the validity or enforceability of, this Agreement or
 any other documents or transactions contemplated under this Agreement, (C)
 any Timeshare Loan 

 


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 or title of any Obligor to any related Timeshare Property pursuant to
 the applicable Owner Beneficiary Agreement or (D) the Issuer’s or any of its
 assigns’ ability to foreclose or otherwise enforce the liens of the related
 Mortgage Notes and the rights of the Obligors to use and occupy the related
 Timeshare Properties pursuant to the applicable Owner Beneficiary Agreement.
 As of the Closing Date, there is no pending or, to Bluegreen’s Knowledge,
 threatened action, suit, proceeding or investigation before any court,
 administrative agency, arbitrator or governmental body against or affecting
 the Seller which, if decided adversely, would materially and adversely affect
 (A) the Seller’s ability to perform its obligations under, or the validity or
 enforceability of, this Agreement or any other documents or transactions
 contemplated under this Agreement, (B) any Timeshare Loan or title of any
 Obligor to any related Timeshare Property pursuant to the applicable Owner
 Beneficiary Agreement or (C) the Issuer’s or any of its assigns’ ability to
 foreclose or otherwise enforce the liens of the related Mortgage Notes and
 the rights of the Obligors to use and occupy the related Timeshare Properties
 pursuant to the applicable Owner Beneficiary Agreement. 

 
	
  

 	
  

 
	
  

 	
                (x)
 Information. As of the Closing Date and as of each Transfer Date, no
 document, certificate or report furnished or required to be furnished by or
 on behalf of it or, on behalf of the Seller pursuant to this Agreement,
 contains or will contain when furnished any untrue statement of a material
 fact or fails or will fail to state a material fact necessary in order to
 make the statements contained therein not misleading in light of the
 circumstances in which it was made. As of the Closing Date and as of each
 Transfer Date, as applicable, there are no facts known to it which, individually
 or in the aggregate, materially adversely affect, or which (aside from
 general economic trends) may reasonably be expected to materially adversely
 affect in the future, its financial condition or assets or business, or which
 may impair its or the Seller’s ability to perform its respective obligations
 under this Agreement, which have not been disclosed herein or therein or in
 the certificates and other documents furnished to the Issuer by or on its or
 the Seller’s behalf pursuant hereto or thereto specifically for use in
 connection with the transactions contemplated hereby or thereby. 

 
	
  

 	
  

 
	
  

 	
                (xi)
 Foreign Tax Liability. As of the Closing Date and as of each Transfer
 Date, it is not aware of any Obligor under a Timeshare Loan who has withheld
 any portion of payments due under such Timeshare Loan because of the
 requirements of a foreign taxing authority, and no foreign taxing authority
 has contacted it concerning a withholding or other foreign tax liability. 

 
	
  

 	
  

 
	
  

 	
                (xii)
 Employee Benefit Plan Liability. As of the Closing Date and as of each
 Transfer Date, as applicable, (A), neither Bluegreen nor any of its Commonly
 Controlled Affiliates has or has incurred any “accumulated funding
 deficiency” (as such term is defined under ERISA and the Code), whether or
 not waived, with respect to any “Employee
 Pension Benefit Plan” (as defined below) that either individually
 or in the aggregate could Cause a Material Adverse Effect (as defined below),
 and, to Bluegreen’s Knowledge, no event has occurred or circumstance exists
 that may result in any accumulated funding deficiency of any such plan that
 either individually or in the aggregate could Cause a Material Adverse
 Effect; (B) neither Bluegreen nor any of its Commonly Controlled Affiliates
 has any unpaid “minimum required contribution” (as 

 


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 such term is defined under ERISA and the Code) with respect to any
 Employee Pension Benefit Plan, whether or not such unpaid minimum required
 contribution is waived, that either individually or in the aggregate could
 Cause a Material Adverse Effect, and, to Bluegreen’s Knowledge, no event has
 occurred or circumstance exists that may result in any unpaid minimum
 required contribution as of the last day of the current plan year of any such
 plan that either individually or in the aggregate could Cause a Material
 Adverse Effect; (C) Bluegreen and each of its Commonly Controlled Affiliates
 has no outstanding liability for any undisputed contribution required under
 any Bluegreen Multiemployer Plan (as defined below) that either individually
 or in the aggregate could Cause a Material Adverse Effect; and (D) Bluegreen
 and each of its Commonly Controlled Affiliates has no outstanding liability
 for any disputed contribution required under any Bluegreen Multiemployer Plan
 that either individually or in the aggregate could Cause a Material Adverse
 Effect. As of the Closing Date and as of each Transfer Date, as applicable,
 to Bluegreen’s Knowledge (1) neither Bluegreen nor any of its Commonly
 Controlled Affiliates has incurred any Withdrawal Liability (as defined
 below) that either individually or in the aggregate could Cause a Material
 Adverse Effect, and (2) no event has occurred or circumstance exists that
 could result in any Withdrawal Liability that either individually or in the
 aggregate could Cause a Material Adverse Effect. As of the Closing Date and
 as of each Transfer Date, as applicable, to Bluegreen’s Knowledge, neither
 Bluegreen nor any of its Commonly Controlled Affiliates has received notification
 of the reorganization, termination, partition, or insolvency of any
 Multiemployer Plan that could either individually or in the aggregate Cause a
 Material Adverse Effect. For purposes of this subsection (a)(xii), “Cause a Material Adverse Effect” means reasonably
 be expected to result in a material adverse effect on Bluegreen or any of its
 Commonly Controlled Affiliates; “Commonly
 Controlled Affiliates” means those direct or indirect affiliates
 of Bluegreen that would be considered a single employer with Bluegreen under
 Section 414(b), (c), (m), or (o) of the Code; “Employee Pension Benefit Plan” means an employee pension
 benefit plan as such term is defined in Section 3(2) of ERISA that is
 sponsored, maintained or contributed to by Bluegreen or any of its Commonly
 Controlled Affiliates (other than a Bluegreen Multiemployer Plan); “Multiemployer Plan” means a multiemployer
 plan as such term is defined in Section 3(37) of ERISA; “Bluegreen Multiemployer Plan” means a
 Multiemployer Plan to which Bluegreen or any of its Commonly Controlled
 Affiliates contributes or in which Bluegreen or any of its Commonly
 Controlled Affiliates participates; and “Withdrawal
 Liability” means liability as determined under ERISA for the
 complete or partial withdrawal of Bluegreen or any of its Commonly Controlled
 Affiliates from a Multiemployer Plan. 

 
	
  

 	
  

 
	
  

 	
                (xiii)
 Taxes. Other than as described in the Private Placement Memorandum and
 on Schedule 5 hereto, as of the Closing Date, it (A) has filed all tax
 returns (federal, state and local) which it reasonably believes are required
 to be filed and has paid or made adequate provision in its GAAP financial
 statements for the payment of all taxes, assessments and other governmental
 charges due from it or is contesting any such tax, assessment or other
 governmental charge in good faith through appropriate proceedings or except
 where the failure to file or pay will not have a material adverse effect on
 the rights and interests of the Issuer, (B) knows of no basis for any material
 additional tax assessment for any fiscal year for which adequate reserves in
 its GAAP financial 

 


10









	
  

 	
  

 	
  

 
	
  

 	
 statements have not been established and (C) intends to pay all such
 taxes, assessments and governmental charges, if any, when due. The Seller has
 filed, as of the Closing Date all applicable tax returns which it reasonably
 believes are required to be filed. 

 
	
  

 	
  

 	
  

 
	
  

 	
                (xiv)
 Place of Business. As of the Closing Date and as of each Transfer
 Date, the principal place of business and chief executive office where
 Bluegreen keeps its records concerning the Timeshare Loans will be 4960
 Conference Way North, Suite 100, Boca Raton, Florida 33431 (or such other
 place specified by Bluegreen by written notice to the Issuer and the
 Indenture Trustee). As of the Closing Date and as of each Transfer Date,
 Bluegreen is a corporation formed under the laws of the Commonwealth of
 Massachusetts. As of the Closing Date and as of each Transfer Date, the
 Seller keeps its records concerning the Timeshare Loans with U.S. Bank
 National Association, as custodian, pursuant to that certain custodial
 agreement, dated as of August 1, 2010, as amended, supplemented or otherwise
 modified from time to time in accordance with the terms thereof, by and among
 the Seller, U.S. Bank National Association and the other parties named
 therein. As of the Closing Date, the Seller is a statutory trust formed under
 the laws of the State of Delaware. 

 
	
  

 	
  

 	
  

 
	
  

 	
                (xv)
 Securities Laws. As of the Closing Date (with respect to Bluegreen and
 the Seller) and as of each Transfer Date (with respect to Bluegreen), neither
 it nor the Seller is an “investment company” or a company “controlled” by an
 “investment company” within the meaning of the Investment Company Act of
 1940, as amended. As of the Closing Date, no portion of the Timeshare Loan
 Acquisition Price for each of the Initial Timeshare Loans will be used by it
 or the Seller to acquire any security in any transaction which is subject to
 Section 13 or Section 14 of the Securities Exchange Act of 1934, as amended. 

 
	
  

 	
  

 	
  

 
	
  

 	
                (xvi)
 Bluegreen Vacation Club. As of the Closing Date and as of each
 Transfer Date, with respect to the Club Loans: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (A) The
 Club Trust Agreement, of which a true and correct copy is attached hereto as Exhibit
 B is in full force and effect and a certified copy of the Club Trust
 Agreement has been delivered to the Indenture Trustee together with all
 amendments and supplements in respect thereof; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
           (B) The
 arrangement of contractual rights and obligations (duly established in
 accordance with the Club Trust Agreement under the laws of the State of
 Florida) was established for the purpose of holding and preserving certain
 property for the benefit of the Beneficiaries referred to in the Club Trust
 Agreement. The Club Trustee has all necessary trust and other authorizations
 and powers required to carry out its obligations under the Club Trust
 Agreement in the State of Florida and in all other states in which it holds
 Resort Interests. The Club is not a corporation or business trust under the
 laws of the State of Florida. The Club is not taxable as an association,
 corporation or business trust under federal law or the laws of the State of
 Florida; 

 


11









	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (C)
 The Club Trustee is a corporation duly formed, validly existing and in good
 standing under the laws of the State of Florida. As of the Closing Date, the
 Club Trustee is qualified to do business as a foreign corporation and is in
 good standing under the laws of the state of Tennessee. As of each Transfer
 Date, the Club Trustee will be duly qualified to do business as a foreign
 corporation and will be in good standing under the laws of each jurisdiction
 it is required by law to be. The Club Trustee is not an affiliate of the
 Servicer for purposes of Chapter 721, Florida Statutes and is in compliance
 with the requirements of such Chapter 721 requiring that it be independent of
 the Servicer; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (D)
 The Club Trustee has all necessary corporate power to execute and deliver,
 and has all necessary corporate power to perform its obligations under this
 Agreement, the other Transaction Documents to which it is a party, the Club
 Trust Agreement and the Club Management Agreement. The Club Trustee possesses
 all requisite franchises, operating rights, licenses, permits, consents,
 authorizations, exemptions and orders as are necessary to discharge its
 obligations under the Club Trust Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (E)
 The Club Trustee holds all right, title and interest in and to all of the
 Timeshare Properties related to the Club Loans solely for the benefit of the
 Beneficiaries referred to in, and subject in each case to the provisions of,
 the Club Trust Agreement and the other documents and agreements related
 thereto. Except with respect to the Mortgages (or a pledge of the Co-op
 Shares in connection with Aruba Club Loans), the Club Trustee has permitted
 none of such Timeshare Properties to be made subject to any lien or
 encumbrance during the time it has been a part of the trust estate under the
 Club Trust Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (F)
 There are no actions, suits, proceedings, orders or injunctions pending
 against the Club or the Club Trustee, at law or in equity, or before or by
 any governmental authority which, if adversely determined, could reasonably
 be expected to have a material adverse effect on the Trust Estate or the Club
 Trustee’s ability to perform its obligations under the Transaction Documents;
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (G)
 Neither the Club nor the Club Trustee has incurred any indebtedness for
 borrowed money (directly, by guarantee, or otherwise); 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (H)
 All ad valorem taxes and other taxes and assessments against the Club and/or
 its trust estate have been paid when due and neither the Servicer nor, to
 Bluegreen’s Knowledge, the Club Trustee knows of any basis for any additional
 taxes or assessments against any such property. The Club has filed all
 required tax returns and has paid all taxes shown to be due and payable on
 such returns, including all taxes in respect of sales of Owner Beneficiary
 Rights (as defined in the Club Trust Agreement) and Vacation Points, if any; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (I)
 The Club and the Club Trustee are in compliance in all material respects with
 all applicable laws, statutes, rules and governmental regulations applicable
 to it and in compliance with each material instrument, agreement or 

 


12









	
  

 	
  

 	
  

 
	
  

 	
  

 	
 document to which it is a party or by which it is bound, including,
 without limitation, the Club Trust Agreement; 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (J)
 Except as expressly permitted in the Club Trust Agreement, the Club has
 maintained the One-to-One Beneficiary to Accommodation Ratio (as such terms
 are defined in the Club Trust Agreement); 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (K)
 Bluegreen Vacation Club, Inc. is a not-for-profit corporation duly formed,
 validly existing and in good standing under the laws of the State of Florida;
 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (L)
 Upon purchase of the Club Loans and related Trust Estate hereunder, the
 Issuer is an “Interest Holder Beneficiary” under the Club Trust Agreement and
 each of the Club Loans constitutes “Lien Debt”, “Purchase Money Lien Debt”
 and “Owner Beneficiary Obligations” under the Club Trust Agreement; and 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
                (M)
 Except as disclosed to the Indenture Trustee in writing or noted in the
 Custodian’s Certification, each Mortgage associated with a Deeded Club Loan
 and granted by the Club Trustee or the Obligor on the related Deeded Club
 Loan, as applicable, has been duly executed, delivered and recorded by or
 pursuant to the instructions of the Club Trustee under the Club Trust
 Agreement and such Mortgage is valid and binding and effective to create the
 lien and security interests in favor of the Indenture Trustee (upon
 assignment thereof to the Indenture Trustee). Each of such Mortgages was
 granted in connection with the financing of a sale of a Resort Interest. 

 
	
  

 	
  

 	
  

 
	
  

 	
                (xvii)
 As of the Closing Date, Bluegreen is the Warehouse Servicer and has been
 servicing the Warehouse Timeshare Loans in accordance with the Servicing
 Standard and the applicable provisions of the Warehouse Indenture and it has
 not taken or failed to take any action to cause a breach of the
 representations and warranties set forth in Sections 12.2 of the Warehouse
 Indenture. 

 


                    (b)
Bluegreen hereby makes the representations and warranties relating to the
Timeshare Loans contained in Schedule I hereto for the benefit of the
Issuer and the Indenture Trustee for the benefit of the Noteholders as of the
Closing Date (only with respect to the Initial Timeshare Loans) and each
Transfer Date (only with respect to each Qualified Substitute Timeshare Loan
transferred on such Transfer Date), as applicable. 


                    (c)
It is understood and agreed that the representations and warranties set forth
in this Section 5 shall survive the (i) sale of each Timeshare Loan to the
Issuer and (ii) any assignment of such Timeshare Loans by the Issuer and shall
continue so long as any such Timeshare Loans shall remain outstanding or until
such time as such Timeshare Loans are repurchased, purchased or a Qualified
Substitute Timeshare Loan is provided pursuant to Section 6 hereof. Each of the
Seller and Bluegreen acknowledges that it has been advised that the Issuer
intends to collaterally assign all of its right, title and interest in and to
each Timeshare Loan and its rights and remedies under this Agreement to the
Indenture Trustee. The Seller and Bluegreen 


13






jointly agree that, upon any such collateral assignment, the Issuer and
any of its assignees may enforce directly, without joinder of the Issuer (but
subject to any defense that Bluegreen may have under this Agreement) all rights
and remedies hereunder. 


                    (d)
With respect to any representations and warranties contained in Section 5
(including, without limitation, those contained in Schedule I) which are made
to Bluegreen’s Knowledge, if it is discovered that any representation and
warranty is inaccurate and such inaccuracy materially and adversely affects the
value of a Timeshare Loan or the interests of the Issuer or any subsequent
assignee thereof, then notwithstanding such lack of Knowledge of the accuracy
of such representation and warranty at the time such representation or warranty
was made (without regard to any Knowledge qualifiers), such inaccuracy shall be
deemed a breach of such representation or warranty for purposes of the
repurchase or substitution obligations described in Sections 6(a)(i) or (ii) hereof.



                    SECTION
6. Repurchases and Substitutions.


                    (a)
Mandatory Repurchases and Substitutions for Breaches of Representations and
Warranties. Upon the receipt of notice by Bluegreen from the Issuer or the
Indenture Trustee of a breach of any of the representations and warranties in
Section 5 hereof (on the date on which such representation or warranty was
made) which materially and adversely affects the value of a Timeshare Loan or
the interests of the Issuer or any subsequent assignee of the Issuer (including
the Indenture Trustee on behalf of the Noteholders) therein, Bluegreen shall
within 60 days of receipt of such notice, cure in all material respects the
circumstance or condition which has caused such representation or warranty to
be incorrect or either (i) repurchase the Issuer’s interest in such Defective
Timeshare Loan from the Issuer at the Repurchase Price or (ii) provide one or
more Qualified Substitute Timeshare Loans and pay the related Substitution Shortfall
Amounts, if any. Bluegreen and the Seller acknowledge that the Issuer shall
pledge such Timeshare Loans and rights to the Indenture Trustee for the benefit
of the Noteholders. Bluegreen and the Seller further acknowledge that the
Indenture Trustee will be appointed attorney in fact under the Indenture and
may enforce Bluegreen’s repurchase or substitution obligations if Bluegreen has
not complied with its repurchase and substitution obligations under this
Agreement within the aforementioned 60 day period. 


                    (b)
Payment of Repurchase Prices and Substitution Shortfall Amounts.
Bluegreen hereby agrees to remit or cause to be remitted all amounts in respect
of Repurchase Prices and Substitution Shortfall Amounts payable during the
related Due Period in immediately available funds to the Indenture Trustee to
be deposited in the Collection Account on the Business Day immediately
preceding the related Payment Date for such Due Period in accordance with the
provisions of the Indenture. In the event that more than one Timeshare Loan is
replaced pursuant to Section 6(a) hereof on any Transfer Date, the Substitution
Shortfall Amounts and the Loan Balances of Qualified Substitute Timeshare Loans
shall be calculated on an aggregate basis for all substitutions made on such
Transfer Date. 


                    (c)
Schedule of Timeshare Loans. Bluegreen hereby agrees, on each date on
which a Timeshare Loan has been repurchased or substituted, to provide or cause
to be provided to the Issuer and the Indenture Trustee with an electronic
supplement to Schedule III hereto and 


14





the Schedule of Timeshare Loans reflecting the removal and/or
substitution of Timeshare Loans and subjecting any Qualified Substitute
Timeshare Loans to the provisions of this Agreement. 


                    (d)
Qualified Substitute Timeshare Loans. Pursuant to Section 6(e) hereof,
on the related Transfer Date, Bluegreen hereby agrees to deliver or to cause
the delivery of the Timeshare Loan Files relating to the Qualified Substitute
Timeshare Loans to the Indenture Trustee or to the Custodian, at the direction
of the Indenture Trustee, in accordance with the provisions of the Indenture
and the Custodial Agreement. As of such related Transfer Date, Bluegreen does
hereby transfer, assign, sell and grant to the Issuer, without recourse (except
as provided in Section 6 and Section 8 hereof), any and all of Bluegreen’s
right, title and interest in and to (i) each Qualified Substitute Timeshare
Loan conveyed to the Issuer on such Transfer Date, (ii) the Receivables in
respect of the Qualified Substitute Timeshare Loans due after the related
Cut-Off Date, (iii) the related Timeshare Loan Documents (excluding any rights
as developer or declarant under the Timeshare Declaration, the Timeshare Program
Consumer Documents or the Timeshare Program Governing Documents), (iv) all
Related Security in respect of such Qualified Substitute Timeshare Loans, and
(v) all income, payments, proceeds and other benefits and rights related to any
of the foregoing. Upon such sale, the ownership of each Qualified Substitute
Timeshare Loan and all collections allocable to principal and interest thereon
after the related Cut-Off Date and all other property interests or rights
conveyed pursuant to and referenced in this Section 6(d) shall immediately vest
in the Issuer, its successors and assigns. Bluegreen shall not take any action
inconsistent with such ownership nor claim any ownership interest in any
Qualified Substitute Timeshare Loan for any purpose whatsoever other than
consolidated federal and state income tax reporting. Bluegreen agrees that such
Qualified Substitute Timeshare Loans shall be subject to the provisions of this
Agreement and shall thereafter be deemed a “Timeshare Loan” for the purposes of
this Agreement. 


                    (e)
Officer’s Certificate for Qualified Substitute Timeshare Loans.
Bluegreen shall, on each related Transfer Date, certify in writing to the
Issuer and the Indenture Trustee that each new Timeshare Loan meets all the
criteria of the definition of “Qualified Substitute Timeshare Loan” and that
(i) the Timeshare Loan Files for such Qualified Substitute Timeshare Loans have
been delivered to the Custodian or shall be delivered within five Business Days
of the applicable Transfer Date, and (ii) the Timeshare Loan Servicing Files
for such Qualified Substitute Timeshare Loans have been delivered to the
Servicer. 


                    (f)
Release. In connection with any repurchase or substitution of one or
more Timeshare Loans contemplated by this Section 6, upon satisfaction of the
conditions contained in this Section 6, the Issuer and the Indenture Trustee
shall execute and deliver or shall cause the execution and delivery of such
releases and instruments of transfer or assignment presented to it by
Bluegreen, in each case, without recourse, as shall be necessary to vest in
Bluegreen or its designee the legal and beneficial ownership of such Timeshare
Loans; provided, however, that with respect to any release of a
Timeshare Loan that is substituted for by one or more Qualified Substitute
Timeshare Loans, the Issuer and the Indenture Trustee shall not execute and
deliver or cause the execution and delivery of such releases and instruments of
transfer or assignment until the Indenture Trustee and the Servicer receive a
Custodian’s Certification for such Qualified Substitute Timeshare Loan. The
Issuer and the Indenture Trustee shall cause the Custodian to release the
related Timeshare Loan Files to Bluegreen or its designee and the Servicer to
release the related Timeshare Loan Servicing Files to Bluegreen or its
designee; provided, however, that 


15





with respect to any Timeshare Loan File or Timeshare Loan Servicing
File related to a Timeshare Loan that has been substituted by a Qualified Substitute
Timeshare Loan, the Issuer and the Indenture Trustee shall not cause the
Custodian and the Servicer to release the related Timeshare Loan File and the
Timeshare Loan Servicing File, respectively, until the Indenture Trustee and
the Servicer receive a Custodian’s Certification for such Qualified Substitute
Timeshare Loan. 


                    (g)
Sole Remedy. It is understood and agreed that the obligations of
Bluegreen contained in Section 6(a) hereof to cure a breach, or to repurchase
or substitute related Defective Timeshare Loans and the obligation of Bluegreen
to indemnify pursuant to Section 8 hereof shall constitute the sole remedies
available to the Issuer or its subsequent assignees for the breaches of any
representation or warranty contained in Section 5 hereof , and such remedies
are not intended to and do not constitute “credit recourse” to Bluegreen. 


                    SECTION
7. Additional Covenants of Bluegreen and the Seller.


	
  

 	
  

 	
  

 
	
                     (a)
 Bluegreen hereby covenants and agrees with the Issuer as follows: 

 
	
  

 	
  

 	
  

 
	
  

 	
                (i)
 It shall comply with all laws, rules, regulations and orders applicable to it
 and its business and properties except where the failure to comply will not
 have a material adverse effect on its business or its ability to perform its
 obligations under this Agreement or any other Transaction Document to which
 it is a party or under the transactions contemplated hereunder or thereunder
 or the validity or enforceability of the Timeshare Loans. 

 
	
  

 	
  

 	
  

 
	
  

 	
                (ii)
 It shall preserve and maintain its existence (corporate or otherwise),
 rights, franchises and privileges in the jurisdiction of its organization and
 except where the failure to so preserve and maintain will not have a material
 adverse effect on its business or its ability to perform its obligations
 under this Agreement or any other Transaction Document to which it is a party
 or under the transactions contemplated hereunder or thereunder or the
 validity or enforceability of the Timeshare Loans. 

 
	
  

 	
  

 	
  

 
	
  

 	
                (iii)
 On the Closing Date and each Transfer Date, as applicable, it shall indicate
 in its and its Affiliates’ computer files and other records that each
 Timeshare Loan has been sold to the Issuer. 

 
	
  

 	
  

 	
  

 
	
  

 	
                (iv)
 It shall respond to any inquiries with respect to ownership of a Timeshare
 Loan by stating that such Timeshare Loan has been sold to the Issuer and that
 the Issuer is the owner of such Timeshare Loan. 

 
	
  

 	
  

 	
  

 
	
  

 	
                (v)
 On or prior to the Closing Date, it shall file or cause to be filed, at
 Bluegreen’s expense, financing statements in favor of the Issuer and, if
 applicable, the Indenture Trustee on behalf of the Noteholders, with respect
 to the Timeshare Loans, in the form and manner reasonably requested by the
 Issuer or its assigns. It shall deliver or cause the Seller to deliver
 file-stamped copies of such financing statements to the Issuer and the
 Indenture Trustee on behalf of the Noteholders. 

 


16









	
  

 	
  

 
	
  

 	
                (vi)
 It agrees from time to time to, or cause the Seller to, at Bluegreen’s
 expense, promptly execute and deliver all further instruments and documents,
 and to take all further actions, that may be necessary, or that the Issuer or
 the Indenture Trustee may reasonably request, to perfect, protect or more
 fully evidence the sale of the Timeshare Loans to the Issuer, or to enable
 the Issuer to exercise and enforce its rights and remedies hereunder or under
 any Timeshare Loan including, but not limited to, powers of attorney, UCC
 financing statements and assignments of mortgage. Bluegreen hereby appoints
 the Issuer and the Indenture Trustee as attorneys in fact, which appointment
 is coupled with an interest and is therefore irrevocable, to act on behalf
 and in the name of Bluegreen under this Section 7(a)(vi). 

 
	
  

 	
  

 
	
  

 	
                (vii)
 On the Closing Date, Bluegreen does not have any tradenames, fictitious
 names, assumed names or “doing business as” names other than “Bluegreen
 Patten Corporation” in North Carolina, “Bluegreen Corporation of Massachusetts”
 in Louisiana and “BXG California, Inc.” in California. After the Closing
 Date, any change in the legal name of Bluegreen or the use by it of any
 tradename, fictitious name, assumed name or “doing business as” name other
 than the foregoing shall be promptly (but no later than ten Business Days)
 disclosed to the Issuer and the Indenture Trustee in writing. 

 
	
  

 	
  

 
	
  

 	
                (viii)
 Upon the discovery or receipt of notice by a Responsible Officer of Bluegreen
 of a breach of any of its representations or warranties and covenants
 contained herein, Bluegreen shall promptly disclose to the Issuer and the
 Indenture Trustee, in reasonable detail, the nature of such breach. 

 
	
  

 	
  

 
	
  

 	
                (ix)
 Except to the extent of any payments received with respect to a Credit Card
 Timeshare Loan, in the event that Bluegreen shall receive any payments in
 respect of a Timeshare Loan after the Closing Date or a Transfer Date, as
 applicable, it shall, within two Business Days of receipt, transfer or cause
 to be transferred, such payments to the Lockbox Account. Payments received by
 Bluegreen with respect to Credit Card Timeshare Loans, without regard to any
 discount fees, shall be transferred to the Lockbox Account within five
 Business Days. 

 
	
  

 	
  

 
	
  

 	
                (x)
 Bluegreen will keep its principal place of business and chief executive
 office and the office where it keeps its records concerning the Timeshare
 Loans at the address of Bluegreen listed herein and shall notify the parties
 hereto of any change to the same at least 30 days prior thereto. 

 
	
  

 	
  

 
	
  

 	
                (xi)
 In the event that Bluegreen, the Seller or the Issuer or any assignee of the
 Issuer receives actual notice of any transfer taxes arising out of the
 transfer, assignment and conveyance of a Timeshare Loan to the Issuer, on
 written demand by the Issuer, or upon Bluegreen or the Seller otherwise being
 given notice thereof, Bluegreen shall cause the Seller to pay, and otherwise
 indemnify and hold the Issuer, or any subsequent assignee harmless, on an after-tax
 basis, from and against any and all such transfer taxes. 

 
	
  

 	
  

 
	
  

 	
                (b)
 The Seller hereby covenants and agrees with the Issuer as follows: 

 


17









	
  

 	
  

 
	
  

 	
                (i)
 The Seller authorizes the Issuer, and the Indenture Trustee to file
 continuation statements, and amendments thereto, relating to the Timeshare
 Loans and all payments made with regard to the related Timeshare Loans
 without the signature of the Seller where permitted by law. A photocopy or
 other reproduction of this Agreement shall be sufficient as a financing
 statement where permitted by law. The Issuer confirms that it is not its
 present intention to file a photocopy or other reproduction of this Agreement
 as a financing statement, but reserves the right to do so if, in its good
 faith determination, there is at such time no reasonable alternative
 remaining to it. 

 
	
  

 	
  

 
	
  

 	
                (ii)
 It shall comply with all applicable laws, rules, regulations and orders
 applicable to it and its business and properties except where the failure to
 comply will not have a material adverse effect on its business or its ability
 to perform its obligations under this Agreement or any other Transaction
 Document to which it is a party or under the transactions contemplated
 hereunder or thereunder or the validity or enforceability of the Timeshare
 Loans. 

 
	
  

 	
  

 
	
  

 	
                (iii)
 So long as the Warehouse Notes are outstanding, it shall preserve and
 maintain for itself its existence (corporate or otherwise), rights,
 franchises and privileges in the jurisdiction of its organization and except
 where the failure to so preserve and maintain will not have a material
 adverse effect on its business or its ability to perform its obligations
 under this Agreement or any other Transaction Document to which it is a party
 or under the transactions contemplated hereunder or thereunder or the
 validity or enforceability of the Timeshare Loans. 

 
	
  

 	
  

 
	
  

 	
                (iv)
 Any change in the legal name of the Seller and any use by it of any
 tradename, fictitious name, assumed name or “doing business as” name
 occurring after the Closing Date shall be promptly, within 10 Business Days,
 disclosed to the Issuer and the Indenture Trustee in writing. 

 
	
  

 	
  

 
	
  

 	
                (v)
 On the Closing Date, it shall indicate in computer files and other records to
 indicate that each Initial Timeshare Loan has been sold to the Issuer. 

 
	
  

 	
  

 
	
  

 	
                (vi)
 It shall respond to any inquiries with respect to ownership of an Initial
 Timeshare Loan by stating that such Timeshare Loan has been sold to the
 Issuer and that the Issuer is the owner of such Timeshare Loan. 

 
	
  

 	
  

 
	
  

 	
                (vii)
 Except to the extent of any payments received with respect to a Credit Card
 Timeshare Loan, in the event that the Seller shall receive any payments in respect
 of a Timeshare Loan after the Closing Date, it shall, within two Business
 Days of receipt, transfer or cause to be transferred, such payments to the
 Lockbox Account. Payments received by the Seller with respect to Credit Card
 Timeshare Loans, without regard to any discount fees, shall be transferred to
 the Lockbox Account within five Business Days. 

 
	
  

 	
  

 
	
  

 	
                (viii)
 It agrees and authorizes the filing, at Bluegreen’s expense, of the financing
 statements specified in Section 7(a)(v) and (vi) hereof in favor of the
 Issuer and the Indenture Trustee on behalf of the Noteholders, with respect
 to the Timeshare Loans. 

 


18









	
  

 	
  

 
	
  

 	
                (ix)
 It agrees from time to time to, at Bluegreen’s expense, promptly execute and
 deliver all further instruments and documents, and to take all further
 actions, that may be necessary, or that the Issuer or the Indenture Trustee
 may reasonably request, to perfect, protect or more fully evidence the sale
 of the Timeshare Loans, or to enable the Issuer or the Indenture Trustee to
 exercise and enforce its rights and remedies hereunder or under any Timeshare
 Loan including, but not limited to, powers of attorney, UCC financing
 statements and assignments of mortgage. The Seller hereby appoints Bluegreen,
 the Issuer and the Indenture Trustee as attorneys-in-fact, which appointment
 is coupled with an interest and is therefore irrevocable, to act on behalf
 and in the name of the Seller under this Section 7(b)(ix). 

 


                    SECTION
8. Indemnification. 


                    (a)
Bluegreen hereby agrees to indemnify the Issuer, the Indenture Trustee, the
Noteholders and the Placement Agent (collectively, the “Indemnified Parties”) against any and all
claims, losses, liabilities, (including reasonable legal fees and related
costs) that the Issuer, the Indenture Trustee, the Noteholders or the Placement
Agent may sustain directly related to any breach of the representations and
warranties of Bluegreen under Section 5 hereof (the “Indemnified Amounts”) excluding, however (i) Indemnified
Amounts to the extent resulting from the gross negligence or willful misconduct
on the part of such Indemnified Party; (ii) any recourse for any uncollectible
Timeshare Loan not related to a breach of representation or warranty; (iii) recourse
to Bluegreen for a related Defective Timeshare Loan so long as the same is
cured, substituted or repurchased pursuant to Section 6 hereof; (iv) income,
franchise or similar taxes by such Indemnified Party arising out of or as a
result of this Agreement or the transfer of the Timeshare Loans; (v)
Indemnified Amounts attributable to any violation by an Indemnified Party of
any Requirement of Law related to an Indemnified Party; or (vi) the operation
or administration of the Indemnified Party generally and not related to the
enforcement of this Agreement. The parties hereto shall (A) promptly notify the
other parties hereto, the Issuer and the Indenture Trustee if a claim is made
by a third party with respect to this Agreement or the Timeshare Loans, and
relating to (1) the failure by Bluegreen to perform its duties in accordance
with the terms of this Agreement or (2) a breach of Bluegreen’s
representations, covenants and warranties contained in this Agreement, (B)
assume (with the consent of the Issuer, the Indenture Trustee, the Noteholders
or the Placement Agent, as applicable, which consent shall not be unreasonably
withheld) the defense of any such claim and (C) pay all expenses in connection
therewith, including reasonable legal counsel fees and promptly pay, discharge
and satisfy any judgment, order or decree which may be entered against it or
the Issuer, the Indenture Trustee, the Noteholders or the Placement Agent in
respect of such claim. If Bluegreen shall have made any indemnity payment pursuant
to this Section 8 and the recipient thereafter collects from another Person any
amount relating to the matters covered by the foregoing indemnity, the
recipient shall promptly repay such amount to Bluegreen. 


                    (b)
The obligations of Bluegreen under this Section 8 to indemnify the Issuer, the
Indenture Trustee, the Noteholders and the Placement Agent shall survive the
termination of this Agreement and continue until the Notes are paid in full or
otherwise released or discharged. 


                    SECTION
9. No Proceedings. Each of the Seller and Bluegreen hereby agrees that
it will not, directly or indirectly, institute, or cause to be instituted, or
join any Person in 


19





instituting, against the Issuer or any Association, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any federal or state bankruptcy or similar law so long as
there shall not have elapsed one year plus one day since the latest maturing
Notes issued by the Issuer. 


                    SECTION
10. Notices, Etc. All notices and other communications provided for
hereunder shall, unless otherwise stated herein, be in writing and mailed or
telecommunicated, or delivered as to each party hereto, at its address set
forth below or at such other address as shall be designated by such party in a
written notice to the other parties hereto. All such notices and communications
shall not be effective until received by the party to whom such notice or
communication is addressed. 


	
  

 	
  

 
	
  

 	
 Seller 

 
	
  

 	
  

 
	
  

 	
 BXG
 Timeshare Trust I

 
	
  

 	
 c/o
 Wilmington Trust Company

 
	
  

 	
 Rodney
 Square North 

 
	
  

 	
 1100 North
 Market Street

 
	
  

 	
 Wilmington,
 Delaware 19890-0001

 
	
  

 	
 Attention:
 Corporate Trust Administration

 
	
  

 	
 Fax: (302)
 651-8882

 
	
  

 	
  

 
	
  

 	
 Issuer

 
	
  

 	
  

 
	
  

 	
 BXG Legacy
 2010 LLC

 
	
  

 	
 4950
 Communication Avenue, Suite 900

 
	
  

 	
 Boca Raton,
 Florida 33431

 
	
  

 	
 Attention:
 Allan J. Herz, President and Assistant Treasurer

 
	
  

 	
 Fax: (561)
 443-8743

 


20









	
  

 	
  

 
	
  

 	
 Bluegreen

 
	
  

 	
  

 
	
  

 	
 Bluegreen
 Corporation

 
	
  

 	
 4960
 Conference Way North, Suite 100

 
	
  

 	
 Boca Raton,
 Florida 33431

 
	
  

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

 
	
  

 	
 Fax: (561)
 912-8123

 
	
  

 	
  

 
	
  

 	
 Indenture
 Trustee

 
	
  

 	
  

 
	
  

 	
 U.S. Bank
 National Association

 
	
  

 	
 60
 Livingston Avenue

 
	
  

 	
 EP-MN-WS3D

 
	
  

 	
 St. Paul,
 Minnesota 55107

 
	
  

 	
 Attention:
 Structured Finance/BXG Legacy 2010

 
	
  

 	
 Fax: (651)
 495-8090

 
	
  

 	
 Telephone
 Number: (651) 495-3880

 


                    SECTION
11. No Waiver; Remedies. No failure on the part of Bluegreen, the
Seller, the Issuer or any assignee thereof to exercise, and no delay in exercising,
any right hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any right hereunder preclude any other or further exercise
thereof or the exercise of any other right. The remedies herein provided are
cumulative and not exclusive of any other remedies provided by law. 


                    SECTION
12. Binding Effect; Assignability. This Agreement shall be binding upon
and inure to the benefit of the Issuer and its respective successors and
assigns. Any assignee of the Issuer shall be an express third party beneficiary
of this Agreement, entitled to directly enforce this Agreement. Neither the
Seller nor Bluegreen may assign any of their rights and obligations hereunder
or any interest herein without the prior written consent of the Issuer and any
assignee thereof. The Issuer may, and intends to pledge all of its rights
hereunder to the Indenture Trustee and each of the Seller and Bluegreen
consents to any such pledge. This Agreement shall create and constitute the continuing
obligations of the parties hereto in accordance with its terms, and shall
remain in full force and effect until its termination (or, in the case of the
Seller, so long as the Warehouse Notes are outstanding) provided, however,
that the rights and remedies with respect to any breach of any representation
and warranty made by Bluegreen pursuant to Section 5 hereof, and the repurchase
or substitution and indemnification obligations shall be continuing and shall
survive any termination of this Agreement, but such rights and remedies may be
enforced only by the Issuer and the Indenture Trustee. 


                    SECTION
13. Amendments; Consents and Waivers. No modification, amendment or
waiver of, or with respect to, any provision of this Agreement, and all other
agreements, instruments and documents delivered thereto, nor consent to any
departure by the Seller or Bluegreen from any of the terms or conditions
thereof shall be effective unless it shall be in writing and signed by each of
the parties hereto, the written consent of the Indenture Trustee on behalf of
the Noteholders is given. The Seller and Bluegreen shall provide the Indenture
Trustee with such proposed modifications, amendments or waivers. Any waiver or 


21





consent shall be effective only in the specific instance and for the
purpose for which given. No consent to or demand by the Seller or Bluegreen in
any case shall, in itself, entitle it to any other consent or further notice or
demand in similar or other circumstances. Each of the Seller and Bluegreen
acknowledges that in connection with the intended assignment by the Issuer of
all of its right, title and interest in and to each Timeshare Loan to the
Indenture Trustee on behalf of the Noteholders, the Issuer intends to issue the
Notes, the proceeds of which will be used by the Issuer to purchase the
Timeshare Loans from the Seller under the terms hereof. 


                    SECTION
14. Severability. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation, shall not in any way be
affected or impaired thereby in any other jurisdiction. Without limiting the
generality of the foregoing, in the event that a Governmental Authority
determines that the Issuer may not purchase or acquire Timeshare Loans, the
transactions evidenced hereby shall constitute a loan and not a purchase and
sale, notwithstanding the otherwise applicable intent of the parties hereto,
and the Seller shall be deemed to have granted to the Issuer as of the date
hereof, a first priority perfected security interest in all of the Issuer’s
right, title and interest in, to and under such Timeshare Loans and the related
property as described in Section 2 hereof. 


                    SECTION
15. GOVERNING LAW; CONSENT TO JURISDICTION. 


	
  

 	
  

 
	
  

 	
                (A)
 THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
 LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO PRINCIPLES OF
 CONFLICTS OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL
 OBLIGATIONS LAW OF THE STATE OF NEW YORK. 

 
	
  

 	
  

 
	
  

 	
                (B)
 THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE NON-EXCLUSIVE JURISDICTION
 OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES DISTRICT COURT
 LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY AND EACH PARTY WAIVES
 PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
 SERVICE OF PROCESS BE MADE BY REGISTERED MAIL DIRECTED TO ITS ADDRESS SET
 FORTH IN SECTION 10 HEREOF AND SERVICE SO MADE SHALL BE DEEMED TO BE
 COMPLETED FIVE DAYS AFTER THE SAME SHALL HAVE BEEN DEPOSITED IN THE U.S.
 MAILS, POSTAGE PREPAID. THE PARTIES HERETO EACH WAIVES ANY OBJECTION BASED ON
 FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION
 INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
 RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION 15
 SHALL AFFECT THE RIGHT OF THE PARTIES TO THIS AGREEMENT TO SERVE LEGAL
 PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF ANY OF
 THEM TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER
 JURISDICTION. 

 


22






                    SECTION
16. WAIVERS OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY
RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR INSTRUMENT
RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN. 


                    SECTION
17. Third Party Beneficiary. The Indenture Trustee is an express third
party beneficiary to this Agreement and is entitled to enforce all the rights
and benefits accruing to the Issuer hereunder, including, without limitation,
the rights of the Issuer under Section 6 and Section 8 of this Agreement. 


                    SECTION
18. Heading. The headings herein are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision
hereof. 


                    SECTION
19. Execution in Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and both of which when taken together shall
constitute one and the same agreement. 


23





                    IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above
written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BXG LEGACY
 2010 LLC, as Issuer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Name: Allan
 J. Herz

 
	
  

 	
  

 	
  

 	
 Title:
 President and Assistant Treasurer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 BXG
 TIMESHARE TRUST I

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
 Wilmington
 Trust Company,

 
	
  

 	
  

 	
 as Owner
 Trustee

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 BLUEGREEN
 CORPORATION

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 By: 

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Name:
 Anthony M. Puleo

 
	
  

 	
  

 	
  

 	
 Title:
 Senior Vice President, CFO and Treasurer

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Agreed and
 acknowledged as to

 the last paragraph of Section 3

 herein only:

 
	
  

 	
  

 
	
  

 	
 BLUEGREEN
 VACATION CLUB TRUST

 
	
  

 	
  

 
	
  

 	
 By: Vacation
 Trust, Inc., Individually and as Club Trustee

 






	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	
  

 
	
 [Signature
 Page to the Sale Agreement]

 


24





Schedule I


Representations and Warranties of Bluegreen
Regarding the Timeshare Loans


          With
respect to each Timeshare Loan, as of the Closing Date or the related Transfer
Date, as applicable: 


	
  

 	
  

 
	
 (a)

 	
 other than certain 50/50 Loans, payments due under such Timeshare
 Loan are fully-amortizing and payable in level monthly installments;

 
	
  

 	
  

 
	
 (b)

 	
 the payment obligations under such Timeshare Loan bear a fixed rate
 of interest; 

 
	
  

 	
  

 
	
 (c)

 	
 the Obligor thereunder has made a down payment by cash, check or
 credit card of at least 10% of the actual purchase price (including closing
 costs) of the related Timeshare Property (which cash down payment may, (i) in
 the case of Upgrade Club Loans, be represented in whole or in part by the
 down payment made and principal payments paid in respect of the related
 Original Club Loan and (ii) in the case of a Sampler Converted Loan, be
 represented in whole or in part by the principal payments and down payment
 made on the related Sampler Loan since its date of origination) and no part
 of such payment has been made or loaned to the Obligor by Bluegreen, the
 Seller or an Affiliate thereof; 

 
	
  

 	
  

 
	
 (d)

 	
 such Timeshare Loan is not a Defaulted Timeshare Loan and as of the
 related Cut-Off Date, no principal or interest due with respect to such
 Timeshare Loan is more than 60 days delinquent; 

 
	
  

 	
  

 
	
 (e)

 	
 the Obligor related to such Timeshare Loan is not an Affiliate of
 Bluegreen or any Subsidiary; provided, that solely for the purposes of this
 representation, a relative of an employee and employees of Bluegreen or any
 Subsidiary (or any of its Affiliates) shall not be deemed to be an
 “Affiliate”; 

 
	
  

 	
  

 
	
 (f)

 	
 immediately prior to the conveyance of such Timeshare Loan to the
 Issuer, the Seller will own full legal and equitable title to such Timeshare
 Loan, and the Timeshare Loan (and the related Timeshare Property) is free and
 clear of adverse claims, liens and encumbrances and is not subject to claims
 of rescission, invalidity, unenforceability, illegality, defense, offset,
 abatement, diminution, recoupment, counterclaim or participation or ownership
 interest in favor of any other Person; 

 
	
  

 	
  

 
	
 (g)

 	
 such Timeshare Loan (other than an Aruba Club Loan) is secured
 directly by a first priority Mortgage on the related purchased Timeshare
 Property; 

 
	
  

 	
  

 
	
 (h)

 	
 with respect to each Deeded Club Loan, such Timeshare Property
 mortgaged by or at the direction of the related Obligor constitutes a
 fractional fee simple timeshare interest in real property at the related
 Resort or an undivided interest in a Resort (or a phase thereof) associated
 with a Unit that entitles the holder of the interest to the use of a specific
 property for a specified number of days each year or every other year,
 subject to the rules of the Bluegreen Vacation Club; the related Mortgage has
 been delivered for filing and 

 


I-1









	
  

 	
  

 
	
  

 	
 recordation with all appropriate governmental authorities in all
 jurisdictions in which such Mortgage is required to be filed and recorded to
 create a valid, binding and enforceable first Lien on the related Timeshare
 Property and such Mortgage creates a valid, binding and enforceable first
 Lien on the related Timeshare Property, subject only to Permitted Liens; and
 the Seller (or Bluegreen, as the case may be) is in compliance with any
 Permitted Lien respecting the right to the use of such Timeshare Property;
 the Assignment of Mortgage and each related endorsement of the related
 Mortgage Note constitutes a duly executed, legal, valid, binding and
 enforceable assignment or endorsement, as the case may be, of such related
 Mortgage and related Mortgage Note, and all monies due or to become due
 thereunder, and all proceeds thereof; 

 
	
  

 	
  

 
	
 (i)

 	
 with respect to the Obligor related to such Timeshare Loan and the
 related Timeshare Property purchased by such Obligor, there is only one
 original Mortgage and Mortgage Note, in the case of a Deeded Club Loan, and
 only one Owner Beneficiary Agreement, in the case of an Aruba Club Loan; all
 parties to the related Mortgage and the related Mortgage Note (and, in the
 case of an Aruba Club Loan, Owner Beneficiary Agreement) had legal capacity
 to enter into such Timeshare Loan Documents and to execute and deliver such
 related Timeshare Loan Documents, and such related Timeshare Loan Documents
 have been duly and properly executed by such parties; any amendments to such
 related Timeshare Loan Documents required as a result of any mergers
 involving the Seller or Bluegreen or any of their predecessors, to maintain
 the rights of the Seller or Bluegreen or their predecessors thereunder as a
 mortgagee (or a Seller, in the case of an Aruba Club Loan) have been
 completed; 

 
	
  

 	
  

 
	
 (j)

 	
 at the time of origination of such Timeshare Loan, the applicable
 Originator had full power and authority to originate such Timeshare Loan and
 the Obligor or the Club Trustee had good and indefeasible fee title or good
 and marketable fee simple title, or, in the case of an Aruba Club Loan, a
 cooperative interest, as applicable, to the Timeshare Property related to
 such Timeshare Loan, free and clear of all Liens, except for Permitted Liens;
 

 
	
  

 	
  

 
	
 (k)

 	
 the Mortgage (or, in the case of an Aruba Club Loan, the related
 Owner Beneficiary Agreement) related to such Timeshare Loan contains
 customary and enforceable provisions so as to render the rights and remedies
 of the holder thereof adequate for the realization against the related
 Timeshare Property of the benefits of the security interests or lender’s
 contractual rights intended to be provided thereby, including (a) if the
 Mortgage is a deed of trust, by trustee’s sale, including power of sale, (b)
 otherwise by judicial foreclosure or power of sale and/or (c) termination of
 the contract, retention of Obligor deposits and payments towards the related
 Timeshare Loan by the Originator or the lender, as the case may be, and
 expulsion from the Club; in the case of the Deeded Club Loans, there is no
 exemption available to the related Obligor which would interfere with the
 mortgagee’s right to sell at a trustee’s sale or power of sale or right to
 foreclose such related Mortgage, as applicable; 

 
	
  

 	
  

 
	
 (l)

 	
 any Mortgage Note related to such Timeshare Loan is not and has not
 been secured by any collateral except the Lien of the related Mortgage; 

 


I-2









	
  

 	
  

 
	
 (m)

 	
 if a Mortgage secures such Timeshare Loan, the title to the related
 Timeshare Property is insured (or a binding commitment, which may be a master
 commitment referencing one or more Mortgages, for title insurance, not
 subject to any conditions other than standard conditions applicable to all
 binding commitments, has been issued) under a mortgagee title insurance
 policy (which may consist of one master policy referencing one or more such
 Mortgages) issued by a title insurer qualified to do business in the
 jurisdiction where the related Timeshare Property is located in a form
 generally acceptable to prudent originators of similar mortgage loans,
 insuring the Seller (or Bluegreen, as the case may be) or its predecessor and
 its successors and assigns, as to the first priority mortgage Lien of the
 related Mortgage in an amount equal to the original outstanding Loan Balance
 of such Timeshare Loan, and otherwise in form and substance acceptable to the
 Indenture Trustee; the Club Originator and its assignees is a named insured
 of such mortgagee’s title insurance policy; such mortgagee’s title insurance
 policy is in full force and effect; no claims have been made under such
 mortgagee’s title insurance policy and no prior holder of such Timeshare Loan
 has done or omitted to do anything which would impair the coverage of such
 mortgagee’s title insurance policy; no premiums for such mortgagee’s title
 insurance policy, endorsements and all special endorsements are past due; 

 
	
  

 	
  

 
	
 (n)

 	
 the Seller or Bluegreen has not taken (or omitted to take), and has
 no notice that the Obligor related to such Timeshare Loan has taken (or
 omitted to take), any action that would impair or invalidate the coverage
 provided by any hazard, title or other insurance policy on the related
 Timeshare Property; 

 
	
  

 	
  

 
	
 (o)

 	
 all applicable intangible taxes and documentary stamp taxes have been
 paid on such Timeshare Loan; 

 
	
  

 	
  

 
	
 (p)

 	
 the proceeds of such Timeshare Loan have been fully disbursed, there
 is no obligation to make future advances or to lend additional funds under
 the applicable Originator’s commitment or the documents and instruments
 evidencing or securing such Timeshare Loan and no such advances or loans have
 been made since the origination of such Timeshare Loan; 

 
	
  

 	
  

 
	
 (q)

 	
 the terms of each Timeshare Loan Document related to such Timeshare
 Loan have not been impaired, waived, altered or modified in any respect,
 except (x) by written instruments which are part of the related Timeshare
 Loan Documents or (y) in accordance with the credit policy, the collection
 policy or the Servicing Standard (provided that no Timeshare Loan has been
 impaired, waived, altered, or modified in any respect more than once). No
 other instrument has been executed or agreed to which would effect any such
 impairment, waiver, alteration or modification; the Obligor has not been
 released from liability on or with respect to the Timeshare Loan, in whole or
 in part; if required by law or prudent originators of similar loans in the
 jurisdiction where the related Timeshare Property is located, all waivers,
 alterations and modifications have been filed and/or recorded in all places
 necessary to perfect, maintain and continue a valid first priority Lien of
 the related Mortgage subject only to Permitted Liens; 

 


I-3









	
  

 	
  

 
	
 (r)

 	
 other than if it is an Aruba Club Loan, such Timeshare Loan is
 principally and directly secured by an interest in real property; 

 
	
  

 	
  

 
	
 (s)

 	
 such Timeshare Loan was originated by Bluegreen or one of its
 Affiliates in the normal course of its business, was originated and
 underwritten in accordance with its credit policy in effect at such time and
 to Bluegreen’s Knowledge, the origination, servicing and collection practices
 used by Bluegreen and its Affiliates with respect to such Timeshare Loan have
 been in all respects, legal, proper, prudent and customary; 

 
	
  

 	
  

 
	
 (t)

 	
 such Timeshare Loan is assignable to and by the obligee and its
 successors and assigns and the related Timeshare Property is assignable upon
 liquidation of the related Timeshare Loan, without the consent of any other
 Person (including any Association, condominium association, homeowners’ or
 timeshare association); 

 
	
  

 	
  

 
	
 (u)

 	
 the Mortgage related to such Timeshare Loan is and will be prior to
 any Lien on, or other interests relating to, the related Timeshare Property; 

 
	
  

 	
  

 
	
 (v)

 	
 to Bluegreen’s Knowledge, there are no delinquent or unpaid taxes,
 ground rents (if any), water charges, sewer rents or assessments outstanding
 with respect to any of the Timeshare Properties, nor any other outstanding
 Liens or charges affecting the Timeshare Properties related to such Timeshare
 Loan that would affect the Lien of the related Mortgage or otherwise materially
 affect the interests of the Indenture Trustee on behalf of the Noteholders in
 such Timeshare Loan; 

 
	
  

 	
  

 
	
 (w)

 	
 other than with respect to delinquent payments of principal or
 interest 60 or fewer days past due as of the Cut-Off Date, there is no
 default, breach, violation or event of acceleration existing under the
 Mortgage, the related Mortgage Note or any other document or instrument
 evidencing, guaranteeing, insuring or otherwise securing such Timeshare Loan,
 and no event which, with the lapse of time or with notice and the expiration
 of any grace or cure period, would constitute a material default, breach,
 violation or event of acceleration thereunder; and the Seller or Bluegreen
 has not waived any such material default, breach, violation or event of acceleration
 under the Owner Beneficiary Agreement, Mortgage, the Mortgage Note or any
 such other document or instrument, as applicable; 

 
	
  

 	
  

 
	
 (x)

 	
 neither the Obligor related to such Timeshare Loan nor any other
 Person has the right, by statute, contract or otherwise, to seek the
 partition of the related Timeshare Property; 

 
	
  

 	
  

 
	
 (y)

 	
 such Timeshare Loan has not been satisfied, canceled, rescinded or
 subordinated, in whole or in part; no portion of the related Timeshare
 Property has been released from the Lien of the related Mortgage, in whole or
 in part; no instrument has been executed that would effect any such
 satisfaction, cancellation, rescission, subordination or release; the terms
 of the related Mortgage do not provide for a release of any portion of the
 related Timeshare Property from the Lien of the related Mortgage except upon
 the payment of such Timeshare Loan in full; 

 
	
  

 	
  

 
	
 (z)

 	
 the Seller and, to Bluegreen’s Knowledge, each other party which has
 had an interest in such Timeshare Loan is (or, during the period in which
 such party held and disposed of 

 


I-4









	
  

 	
  

 
	
  

 	
 such interest, was) in compliance with any and all applicable filing,
 licensing and “doing business” requirements of the laws of the state wherein
 the related Timeshare Property is located to the extent necessary to permit
 the Seller to maintain or defend actions or proceedings with respect to such
 Timeshare Loan in all appropriate forums in such state without any further
 act on the part of any such party; 

 
	
  

 	
  

 
	
 (aa)

 	
 there is no current obligation on the part of any other person
 (including any buy down arrangement) to make payments on behalf of the
 Obligor in respect of such Timeshare Loan; 

 
	
  

 	
  

 
	
 (bb)

 	
 the Associations related to such Timeshare Loan were duly organized
 and are validly existing; a manager (the “Manager”)
 manages such Resort and performs services for the Associations, pursuant to
 an agreement between the Manager and the respective Associations, such
 contract being in full force and effect; to Bluegreen’s Knowledge, the
 Manager and the Associations have performed in all material respects all
 obligations under such agreement and are not in default under such agreement;
 

 
	
  

 	
  

 
	
 (cc)

 	
 in the case of Bluegreen Club Resorts (other than La Cabana Resort)
 and to Bluegreen’s Knowledge with respect to the Non-Bluegreen Club Resorts
 and La Cabana Resort, (i) the Resort related to such Timeshare Loan is
 insured in the event of fire, earthquake, or other casualty for the full
 replacement value thereof, and in the event that the Timeshare Property
 should suffer any loss covered by casualty or other insurance, upon receipt
 of any insurance proceeds, the Associations at the Resorts are required,
 during the time such Resort is covered by such insurance, under the
 applicable governing instruments either to repair or rebuild the portions of
 the Resort in which the related Timeshare Property is located or to pay such
 proceeds to the holders of any related Mortgage secured by the Timeshare
 Property located at such Resort; (ii) the related Resort, if located in a designated
 flood plain, maintains flood insurance in an amount not less than the maximum
 level available (without regard to reasonable deductibles) under the National
 Flood Insurance Act of 1968, as amended or any applicable laws; (iii) the
 related Resort has business interruption insurance and general liability
 insurance in such amounts generally acceptable in the industry; and (iv) the
 related Resort’s insurance policies are in full force and effect with a
 generally acceptable insurance carrier; 

 
	
  

 	
  

 
	
 (dd)

 	
 the obligee of the Mortgage related to such Timeshare Loan, and its
 successors and assigns, has the right to receive and direct the application
 of insurance and condemnation proceeds received in respect of the related
 Timeshare Property, except where the related condominium declarations,
 timeshare declarations, the Club Trust Agreement or applicable state law
 provide that insurance and condemnation proceeds be applied to restoration or
 replacement of the improvements or acquisition of similar improvements, as
 the case may be; 

 
	
  

 	
  

 
	
 (ee)

 	
 each rescission period applicable to such Timeshare Loan has expired;
 

 
	
  

 	
  

 
	
 (ff)

 	
 no selection procedures were intentionally utilized by the Seller in
 selecting such Timeshare Loan (other than selecting the timeshare loans based
 on the Obligor’s FICO 

 


I-5









	
  

 	
  

 
	
  

 	
 score within ranges 600-650, below 600 or lack of FICO score), which
 the Seller knew were materially adverse to the Issuer, the Indenture Trustee
 or the Noteholders; 

 
	
  

 	
  

 
	
 (gg)

 	
 except as set forth in Schedule II hereto, the Units related to such
 Timeshare Loan in the related Resort have been completed in all material
 respects as required by applicable state and local laws, free of all defects
 that could give rise to any claims by the related Obligors under home
 warranties or applicable laws or regulations, whether or not such claims
 would create valid offset rights under the law of the State in which the
 Resort is located; to the extent required by applicable law, valid
 certificates of occupancy for such Units have been issued and are currently
 outstanding; the Seller or any of its Affiliates have complied in all
 material respects with all obligations and duties incumbent upon the
 developers under the related timeshare declaration (each a “Declaration”), as applicable, or similar
 applicable documents for the related Resort; no practice, procedure or policy
 employed by the related Association in the conduct of its business violates
 any law, regulation, judgment or agreement, including, without limitation,
 those relating to zoning, building, use and occupancy, fire, health,
 sanitation, air pollution, ecological, environmental and toxic wastes,
 applicable to such Association which, if enforced, would reasonably be
 expected to (a) have a material adverse impact on such Association or the
 ability of such Association to do business, (b) have a material adverse
 impact on the financial condition of such Association, or (c) constitute
 grounds for the revocation of any license, charter, permit or registration
 which is material to the conduct of the business of such Association; the
 related Resort and the present use thereof does not violate any applicable
 environmental, zoning or building laws, ordinances, rules or regulations of
 any governmental authority, or any covenants or restrictions of record, so as
 to materially adversely affect the value or use of such Resort or the
 performance by the related Association of its obligations pursuant to and as
 contemplated by the terms and provisions of the related Declaration; there is
 no condition presently existing, and, to Bluegreen’s Knowledge, no event has
 occurred or failed to occur prior to the date hereof, concerning the related
 Resort relating to any hazardous or toxic materials or condition, asbestos or
 other environmental or similar matters which would reasonably be expected to
 materially and adversely affect the present use of such Resort or the
 financial condition or business operations of the related Association, or the
 value of the Notes; 

 
	
  

 	
  

 
	
 (hh)

 	
 except if such Timeshare Loan is listed on Schedule II hereto, the
 original Loan Balance of such Timeshare Loan does not exceed $35,000; 

 
	
  

 	
  

 
	
 (ii)

 	
 payments with respect to such Timeshare Loan are to be in legal
 tender of the United States; 

 
	
  

 	
  

 
	
 (jj)

 	
 all monthly payments (as applicable) made with respect to such
 Timeshare Loan have been made by the Obligor and not by the Seller, Bluegreen
 or any Affiliates thereof on the Obligor’s behalf; 

 
	
  

 	
  

 
	
 (kk)

 	
 such Timeshare Loan relates to a Resort; 

 
	
  

 	
  

 
	
 (ll)

 	
 such Timeshare Loan constitutes either “chattel paper”, a “general
 intangible” or an “instrument” as defined in the UCC as in effect in all
 applicable jurisdictions; 

 


I-6









	
  

 	
  

 
	
 (mm)

 	
 the sale, transfer and assignment of such Timeshare Loan and the
 Related Security does not contravene or conflict with any law, rule or
 regulation or any contractual or other restriction, limitation or
 encumbrance, and the sale, transfer and assignment of such Timeshare Loan and
 the Related Security does not require the consent of the Obligor; 

 
	
  

 	
  

 
	
 (nn)

 	
 such Timeshare Loan, the Related Security, related Assignment of
 Mortgage, related Mortgage, related Mortgage Note, related Owner Beneficiary
 Agreement (each as applicable) and each other related Timeshare Loan Document
 are in full force and effect, constitute the legal, valid and binding
 obligation of the Obligor thereof enforceable against such Obligor in
 accordance with its terms subject to the effect of bankruptcy, fraudulent
 conveyance or transfer, insolvency, reorganization, assignment, liquidation,
 conservatorship or moratorium, and is not subject to any dispute, offset,
 counterclaim or defense whatsoever; 

 
	
  

 	
  

 
	
 (oo)

 	
 such Timeshare Loan relates to a Completed Unit; the Timeshare Loan
 and the Related Security do not, and the origination of each Timeshare Loan
 did not, contravene in any material respect any laws, rules or regulations
 applicable thereto (including, without limitation, laws, rules and
 regulations relating to usury, retail installment sales, truth in lending,
 fair credit reporting, equal credit opportunity, fair debt collection
 practices and privacy) and with respect to which no party thereto has been or
 is in violation of any such law, rule or regulation in any material respect
 if such violation would impair the collectibility of such Timeshare Loan and
 the Related Security; no Timeshare Loan was originated in, or is subject to
 the laws of, any jurisdiction under which the sale, transfer, conveyance or
 assignment of such Timeshare Loan would be unlawful, void or voidable; 

 
	
  

 	
  

 
	
 (pp)

 	
 to Bluegreen’s Knowledge, (i) no bankruptcy is currently existing
 with respect to the Obligor related to such Timeshare Loan, (ii) such Obligor
 is not insolvent and (iii) such Obligor is not an Affiliate of Bluegreen; 

 
	
  

 	
  

 
	
 (qq)

 	
 except if such Timeshare Loan is listed on Schedule II hereto, the
 Timeshare Loan shall not have a Timeshare Loan Rate less than 6% per annum; 

 
	
  

 	
  

 
	
 (rr)

 	
 except in the case of certain 50/50 Loans or an Upgrade Club Loan,
 the Obligor related to such Timeshare Loan has made at least one required
 payment with respect to the Timeshare Loan (not including any down payment); 

 
	
  

 	
  

 
	
 (ss)

 	
 if a Resort (other than La Cabana Resort) is subject to a
 construction loan, the construction lender shall have signed and delivered a
 non-disturbance agreement (which may be contained in such lender’s mortgage)
 pursuant to which such construction lender agrees not to foreclose on any
 Timeshare Properties relating to such Timeshare Loan or by the terms of the
 construction loan, the related Timeshare Property has been released from the
 lien created thereby, which have been sold pursuant to this Agreement; 

 
	
  

 	
  

 
	
 (tt)

 	
 except as set forth in Schedule II hereto, the Timeshare Properties
 and the Resorts related to such Timeshare Loan are free of material damage
 and waste and are in good repair, ordinary wear and tear excepted, and fully
 operational; there is no proceeding pending or threatened for the total or
 partial condemnation of or affecting any Timeshare Property or 

 


I-7









	
  

 	
  

 
	
  

 	
 taking of the Timeshare Property by eminent domain; the Timeshare Properties
 and the Resorts in which the Timeshare Properties are located are lawfully
 used and occupied under applicable law by the owner thereof; 

 
	
  

 	
  

 
	
 (uu)

 	
 except as set forth in Schedule II hereto, the portions of the
 Resorts in which the Timeshare Properties are located which represent the
 common facilities are free of material damage and waste and are in good
 repair and condition, ordinary wear and tear excepted; 

 
	
  

 	
  

 
	
 (vv)

 	
 no foreclosure or similar proceedings have been instituted and are
 continuing with respect to such Timeshare Loan or the related Timeshare
 Property; 

 
	
  

 	
  

 
	
 (ww)

 	
 if such Timeshare Loan is an Aruba Club Loan, Bluegreen shall own,
 directly or indirectly, 100% of the economic and voting interests of the
 Aruba Originator; 

 
	
  

 	
  

 
	
 (xx)

 	
 such Timeshare Loan does not have an original term to maturity in
 excess of 120 months; 

 
	
  

 	
  

 
	
 (yy)

 	
 to Bluegreen’s Knowledge, the capital reserves and maintenance fee
 levels of the Associations of the Resorts related to such Timeshare Loan are
 adequate in light of the operating requirements of such Associations; 

 
	
  

 	
  

 
	
 (zz)

 	
 except as required by law, such Timeshare Loan may not be assumed
 without the consent of the obligee; 

 
	
  

 	
  

 
	
 (aaa)

 	
 for each Club Loan, the Obligor under such Timeshare Loan does not
 have its rights under the Club Trust Agreement suspended; 

 
	
  

 	
  

 
	
 (bbb)

 	
 the payments under such Timeshare Loan are not subject to withholding
 taxes imposed by any foreign governments; 

 
	
  

 	
  

 
	
 (ccc)

 	
 each entry with respect to such Timeshare Loan as set forth on Schedule
 II and Schedule III hereof is true and correct. 

 
	
  

 	
  

 
	
 (ddd)

 	
 if such Timeshare Loan relates to a Timeshare Property located in
 Aruba, a notice has been mailed or will be mailed within 30 days of the
 Closing Date or the related Transfer Date, as applicable, to the related Obligor
 indicating that such Timeshare Loan has been transferred to the Issuer and
 pledged to the Indenture Trustee for the benefit of the Noteholders; 

 
	
  

 	
  

 
	
 (eee)

 	
 no broker is, or will be, entitled to any commission or compensation
 in connection with the transfer of such Timeshare Loans hereunder; 

 
	
  

 	
  

 
	
 (fff)

 	
 if the Obligor related to such Timeshare Loan is paying its scheduled
 payments by pre-authorized debit or charge, such Obligor has executed an ACH
 Form substantially in the form attached hereto as Exhibit C; 

 
	
  

 	
  

 
	
 (ggg)

 	
 if such Timeshare Loan relates to a Timeshare Property located in the
 State of Michigan and was originated prior to Bluegreen obtaining a license
 under the Michigan Mortgage 

 


I-8









	
  

 	
  

 
	
  

 	
 Brokers, Lenders and Servicers Licensing Act, Bluegreen shall have
 confirmed that the interest rate on such Timeshare Loan is enforceable in the
 manner specified as effective in an opinion by Michigan local counsel; 

 
	
  

 	
  

 
	
 (hhh)

 	
 if such Timeshare Loan is a 50/50 Loan, the related Obligor has made
 a downpayment of at least 50%, the balance of the 50/50 Loan is due no later
 than the one year anniversary of the origination date of such 50/50 Loan and
 the coupon rate is at least 8.25% per annum; 

 
	
  

 	
  

 
	
 (iii)

 	
 if such Timeshare Loan is an Aruba Club Loan, such Timeshare Loan was
 originated on or after January 26, 2004; and 

 
	
  

 	
  

 
	
 (jjj)

 	
 with respect to such Timeshare Loan, there exists a Timeshare Loan
 File and such Timeshare Loan File contains or will contain each item listed
 in the definition of Timeshare Loan File with respect to such Timeshare Loan
 and such Timeshare Loan File is in the possession of the Custodian, subject
 to the Custodian’s exception report pursuant to the Custodial Agreement. 

 



I-9





Schedule II


Exceptions


With respect to (gg), (tt) and (uu): 


Bluegreen brought litigation against a general contractor alleging the
existence of construction defects at the Shore Crest Vacation VillasTM I and II,
including deficiencies in exterior insulating and finishing systems that
resulted in water intrusion. In January of 2009 the parties reached settlement
and the general contractor and various subcontractors and engineers involved in
the project collectively agreed to pay $4,578,000 towards the total cost of
repairs to correct the defects. Bluegreen accrued an additional $1.3 million in
expenses related to this matter. Payment in full of the settlement amount has
been made and Bluegreen has entered into construction agreements with a general
contractor for exterior cladding repairs and other repair work to each of Shorecrest
I and II. Repair work is presently under way on both Shorecrest I and II with
an estimated completion date of early 2011. Bluegreen believes the settlement
amount and amounts accrued by Bluegreen will be sufficient to pay for the total
cost of the repairs to both Shorecrest I and II. 


With respect to (hh): 


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Loan #

 	
  

 	
 Currrent Principal Balance ($)

 	
  

 
	
  

 	
 393003

 	
  

 	
  

 	
 35,234.50

 	
  

 
	
  

 	
 389016

 	
  

 	
  

 	
 35,507.46

 	
  

 
	
  

 	
 381152

 	
  

 	
  

 	
 35,592.48

 	
  

 
	
  

 	
 398360

 	
  

 	
  

 	
 35,754.16

 	
  

 
	
  

 	
 375521

 	
  

 	
  

 	
 35,873.36

 	
  

 
	
  

 	
 386323

 	
  

 	
  

 	
 35,899.13

 	
  

 
	
  

 	
 402232

 	
  

 	
  

 	
 35,999.14

 	
  

 
	
  

 	
 387002

 	
  

 	
  

 	
 36,122.74

 	
  

 
	
  

 	
 423833

 	
  

 	
  

 	
 36,326.43

 	
  

 
	
  

 	
 396262

 	
  

 	
  

 	
 36,711.13

 	
  

 
	
  

 	
 393885

 	
  

 	
  

 	
 36,919.54

 	
  

 
	
  

 	
 398153

 	
  

 	
  

 	
 36,943.50

 	
  

 
	
  

 	
 383209

 	
  

 	
  

 	
 37,040.62

 	
  

 
	
  

 	
 409123

 	
  

 	
  

 	
 37,086.47

 	
  

 
	
  

 	
 411245

 	
  

 	
  

 	
 37,119.78

 	
  

 
	
  

 	
 419362

 	
  

 	
  

 	
 37,266.42

 	
  

 
	
  

 	
 422920

 	
  

 	
  

 	
 37,371.60

 	
  

 
	
  

 	
 390739

 	
  

 	
  

 	
 37,588.31

 	
  

 
	
  

 	
 381545

 	
  

 	
  

 	
 37,812.42

 	
  

 
	
  

 	
 399517

 	
  

 	
  

 	
 37,882.84

 	
  

 
	
  

 	
 413590

 	
  

 	
  

 	
 37,973.01

 	
  

 
	
  

 	
 391754

 	
  

 	
  

 	
 38,210.59

 	
  

 


II-1









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Loan #

 	
  

 	
 Currrent Principal Balance ($)

 	
  

 
	
  

 	
 379925

 	
  

 	
  

 	
 38,407.83

 	
  

 
	
  

 	
 404069

 	
  

 	
  

 	
 38,434.68

 	
  

 
	
  

 	
 386919

 	
  

 	
  

 	
 38,777.86

 	
  

 
	
  

 	
 422530

 	
  

 	
  

 	
 38,953.16

 	
  

 
	
  

 	
 385023

 	
  

 	
  

 	
 38,966.76

 	
  

 
	
  

 	
 450804

 	
  

 	
  

 	
 38,975.29

 	
  

 
	
  

 	
 421509

 	
  

 	
  

 	
 39,147.43

 	
  

 
	
  

 	
 420367

 	
  

 	
  

 	
 39,191.78

 	
  

 
	
  

 	
 392982

 	
  

 	
  

 	
 39,238.03

 	
  

 
	
  

 	
 408397

 	
  

 	
  

 	
 39,319.15

 	
  

 
	
  

 	
 399006

 	
  

 	
  

 	
 39,453.63

 	
  

 
	
  

 	
 376203

 	
  

 	
  

 	
 39,610.92

 	
  

 
	
  

 	
 406470

 	
  

 	
  

 	
 39,867.72

 	
  

 
	
  

 	
 402649

 	
  

 	
  

 	
 40,085.90

 	
  

 
	
  

 	
 411086

 	
  

 	
  

 	
 40,127.80

 	
  

 
	
  

 	
 385211

 	
  

 	
  

 	
 40,140.53

 	
  

 
	
  

 	
 376853

 	
  

 	
  

 	
 40,187.52

 	
  

 
	
  

 	
 393129

 	
  

 	
  

 	
 40,585.20

 	
  

 
	
  

 	
 408910

 	
  

 	
  

 	
 41,024.87

 	
  

 
	
  

 	
 405365

 	
  

 	
  

 	
 41,152.38

 	
  

 
	
  

 	
 426158

 	
  

 	
  

 	
 41,281.93

 	
  

 
	
  

 	
 400941

 	
  

 	
  

 	
 41,528.96

 	
  

 
	
  

 	
 400946

 	
  

 	
  

 	
 41,641.75

 	
  

 
	
  

 	
 399063

 	
  

 	
  

 	
 41,741.95

 	
  

 
	
  

 	
 404280

 	
  

 	
  

 	
 41,830.88

 	
  

 
	
  

 	
 427674

 	
  

 	
  

 	
 41,858.97

 	
  

 
	
  

 	
 400360

 	
  

 	
  

 	
 42,224.09

 	
  

 
	
  

 	
 399915

 	
  

 	
  

 	
 42,242.10

 	
  

 
	
  

 	
 390085

 	
  

 	
  

 	
 42,357.95

 	
  

 
	
  

 	
 396325

 	
  

 	
  

 	
 42,525.56

 	
  

 
	
  

 	
 409341

 	
  

 	
  

 	
 42,806.64

 	
  

 
	
  

 	
 425251

 	
  

 	
  

 	
 43,152.57

 	
  

 
	
  

 	
 409514

 	
  

 	
  

 	
 43,157.22

 	
  

 
	
  

 	
 391559

 	
  

 	
  

 	
 43,288.74

 	
  

 
	
  

 	
 397048

 	
  

 	
  

 	
 43,373.26

 	
  

 
	
  

 	
 376783

 	
  

 	
  

 	
 43,620.90

 	
  

 
	
  

 	
 393865

 	
  

 	
  

 	
 44,736.71

 	
  

 
	
  

 	
 407269

 	
  

 	
  

 	
 44,995.56

 	
  

 
	
  

 	
 425565

 	
  

 	
  

 	
 46,751.42

 	
  

 
	
  

 	
 410244

 	
  

 	
  

 	
 47,654.00

 	
  

 
	
  

 	
 408974

 	
  

 	
  

 	
 65,545.39

 	
  

 


II-2





Schedule III


Schedule of Timeshare Loans


[Electronic Schedule of Timeshare Loans on
file with the Issuer]


III-1





Schedule 5


N/A


Schedule 5





Exhibit A


[Reserved]


Exhibit A





Exhibit B


Club Trust Agreement


Exhibit B





Exhibit C


ACH Form


Exhibit C