Unassociated Document


    FORM OF
NOTE

     

    THIS NOTE
WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS NOTE MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.

     

    THIS NOTE
DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE SERVICER,
THE BACKUP SERVICER, THE COLLATERAL AGENT, THE OWNER TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES.  NEITHER THIS NOTE NOR THE UNDERLYING TIMESHARE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.

     

    THE
OUTSTANDING NOTE BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
BELOW.

     

    NO RESALE
OR OTHER TRANSFER OF THIS NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS (A) SUCH
TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THIS NOTE ON BEHALF OR WITH THE ASSETS
OF, ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), THAT IS SUBJECT TO
TITLE I OF ERISA OR ANY OTHER “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), THAT IS SUBJECT TO
SECTION 4975 OF THE CODE OR ANY PLAN THAT IS SUBJECT TO ANY SUBSTANTIALLY
SIMILAR PROVISION OF FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) OR (B) NO
“PROHIBITED TRANSACTION” UNDER ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW
THAT IS NOT SUBJECT TO A STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION WILL
OCCUR IN CONNECTION WITH PURCHASER’S OR SUCH TRANSFEREE’S ACQUISITION OR HOLDING
OF THIS NOTE.

     

    BXG
RECEIVABLES NOTE TRUST 2009-A

    TIMESHARE
LOAN SECURED NOTE

     

    NOTE

     

    Note
Rate: 8.00%

    Initial
Payment Date:  ____, ____

    Stated
Maturity:  ____

    Note
No:  1

    CUSIP
No:  ____

    ISIN
No:  ____


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    FOR VALUE
RECEIVED, BXG Receivables Note Trust 2009-A, a Delaware statutory trust (the
“Note Issuer”) hereby promises to pay
to Stratstone/Bluegreen Secured Income Fund, LLC (the “Noteholder”) or its permitted
assigns, the principal amount equal to the lesser of (x) $750,000,000 and (y)
the aggregate amount advanced from time to time under the Note Purchase
Agreement, dated as of ____, ____ (the “Note Purchase Agreement”), by
and among the Note Issuer, the Noteholder, Bluegreen Corporation, a
Massachusetts corporation, as Servicer (the “Servicer”), Vacation Trust,
Inc., a Florida corporation, as Club Trustee (the “Club Trustee”) and
___________, a national banking association, as Collateral Agent (the “Collateral Agent”), Paying
Agent and Custodian reduced by any principal payment made by the Note Issuer on
the Note in lawful money of the United States of America and in immediately
available funds, on the dates and in the principal amounts provided in the Note
Purchase Agreement, and to pay interest at the Note Rate on the Outstanding Note
Balance of this Timeshare Loan Secured Note (this “Note”) until paid in full, on
the dates and in the amounts provided in the Note Purchase
Agreement.  Capitalized terms used but not defined herein shall have
the meanings given them in the “Standard Definitions” attached as Annex A to the
Note Purchase Agreement.

     

    By its
holding of this Note, the Noteholder and any future holders of the Note or
interests therein shall be deemed to accept the terms of the Note Purchase
Agreement and agrees to be bound thereby.

     

    This Note
is the duly authorized issue of notes of the Note Issuer designated as its
“Note” and issued under the Note Purchase Agreement.

     

    This Note
is secured by the pledge to the Collateral Agent under the Note Purchase
Agreement of the Timeshare Loans Collateral and recourse is limited to the
extent set forth in the Note Purchase Agreement.  The amounts owed
under this Note shall not include any recourse to the Collateral Agent or any
affiliates thereof.

     

    If
certain Events of Default under the Note Purchase Agreement have been declared
or occur, the Outstanding Note Balance of the Note may be declared immediately
due and payable or payments of principal may be accelerated in the manner and
with the effect provided in the Note Purchase Agreement.  Notice of
such declaration will be given by mail to the Noteholder as provided in the Note
Purchase Agreement.  Subject to the terms of the Note Purchase
Agreement, upon payment of such principal amount together with all accrued
interest, the obligations of the Note Issuer with respect to the payment of
principal and interest on this Note shall terminate.

     

    The Note
Purchase Agreement permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the Note
Issuer and the rights of the Noteholder under the Note Purchase Agreement at any
time by the Note Issuer and the Collateral Agent with the consent of the
Noteholder.  The Note Purchase Agreement also contains provisions
permitting the Noteholder to waive compliance by the Note Issuer with certain
provisions of the Note Purchase Agreement and certain past defaults under the
Note Purchase Agreement and their consequences.  Any such consent or
waiver by the Noteholder shall be conclusive and binding upon the Noteholder and
upon all future holders of the Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    The Note
may be issued only in registered form and only in minimum denominations of at
least $50,000 and integral multiples of $1,000 in excess thereof.  The
Noteholder is deemed to acknowledge that the Note may be purchased and
transferred only in minimum denominations of $50,000 and integral multiples of
$1,000 in excess thereof and that this Note (or any beneficial interests herein)
may not be transferred in an amount less than such authorized denominations or
which would result in the Noteholder having a beneficial interest below such
authorized denominations.

     

    The Note
Issuer, the Collateral Agent and any agent of the Note Issuer or the Collateral
Agent may treat the Noteholder as the owner hereof for all purposes, whether or
not this Note may be overdue, and neither the Note Issuer, the Collateral Agent
nor any such agent shall be affected by notice to the contrary.

     

    The Note
Purchase Agreement and this Note shall be deemed to be contracts made under the
laws of the State of New York and shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New
York.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the Note Issuer has caused this instrument to be duly executed
by the manual signature of its duly Authorized Officer.

     

    Dated:  ____,
____

     

    
      
        
          	
                  BXG
      RECEIVABLES NOTE TRUST 2009-A

                
	 
      	 
      
	
                  By:

                	
                  ___________,
      solely

                
	 
      	
                  in
      its capacity as Owner Trustee

                
	 
      	 
      
	 
      	
                  By:

                	
                    

                
	 
      	 
      	
                  Name:

                
	 
      	 
      	
                  Title: