Unassociated Document


    BXG
RECEIVABLES NOTE TRUST 2009 – A,

    as Note
Issuer

     

    STRATSTONE/BLUEGREEN
SECURED INCOME FUND, LLC,

    as
Noteholder

     

    BLUEGREEN
CORPORATION,

    as
Servicer

     

    VACATION
TRUST, INC.,

    as Club
Trustee

     

    [BRFC
2009-A LLC],

    as
Depositor

     

                             ,

    as Backup
Servicer

     

    and

     

                             ,

    as
Collateral Agent, Paying Agent and Custodian

     

    _____________

     

    NOTE
PURCHASE AGREEMENT

     

    Dated as
of ________

    _____________


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	 	
                                        Page

                                      	 
	 	 	 	 	 
	
                                        ARTICLE
      I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

                                      	 	 	1	 
	
                                        SECTION 1.1

                                      	
                                        General
      Definitions and Usage of Terms.

                                      	 	 	1	 
	
                                        SECTION 1.2

                                      	
                                        Compliance
      Certificates and Opinions.

                                      	 	 	2	 
	
                                        SECTION 1.3

                                      	
                                        Form
      of Documents Delivered to Collateral Agent.

                                      	 	 	2	 
	
                                        SECTION 1.4

                                      	
                                        Acts
      of Noteholder, etc.

                                      	 	 	3	 
	
                                        SECTION 1.5

                                      	
                                        [Reserved].

                                      	 	 	4	 
	
                                        SECTION 1.6

                                      	
                                        Effect
      of Headings and Table of Contents.

                                      	 	 	4	 
	
                                        SECTION 1.7

                                      	
                                        Successors
      and Assigns.

                                      	 	 	4	 
	
                                        SECTION 1.8

                                      	
                                        Governing
      Law.

                                      	 	 	4	 
	
                                        SECTION 1.9

                                      	
                                        Legal
      Holidays.

                                      	 	 	4	 
	
                                        SECTION 1.10

                                      	
                                        Execution
      in Counterparts.

                                      	 	 	5	 
	
                                        SECTION 1.11

                                      	
                                        Inspection.

                                      	 	 	5	 
	
                                        SECTION 1.12

                                      	
                                        Survival
      of Representations and Warranties.

                                      	 	 	5	 
	
                                        SECTION 1.13

                                      	
                                        Waiver
      of Jury Trial.

                                      	 	 	5	 
	
                                        SECTION 1.14

                                      	
                                        Release
      of Liability.

                                      	 	 	5	 
	 
      	 	 	 	 
	
                                        ARTICLE
      II. ISSUANCE OF NOTE AND ADVANCES UNDER THE NOTE

                                      	 	 	6	 
	
                                        SECTION 2.1

                                      	
                                        General
      Provisions.

                                      	 	 	6	 
	
                                        SECTION 2.2

                                      	
                                        Advances
      under the Note.

                                      	 	 	7	 
	
                                        SECTION 2.3

                                      	
                                        Collateral
      Measurement Pools

                                      	 	 	10	 
	
                                        SECTION 2.4

                                      	
                                        [Reserved].

                                      	 	 	11	 
	
                                        SECTION 2.5

                                      	
                                        Persons
      Deemed Owners.

                                      	 	 	11	 
	 
      	 	 	 	 
	
                                        ARTICLE
      III. ACCOUNTS; COLLECTION AND APPLICATION OF MONEYS;
    REPORTS

                                      	 	 	11	 
	
                                        SECTION 3.1

                                      	
                                        Accounts:  Investments
      by Collateral Agent.

                                      	 	 	11	 
	
                                        SECTION 3.2

                                      	
                                        Establishment
      and Administration of the Accounts.

                                      	 	 	13	 
	
                                        SECTION 3.3

                                      	
                                        [Reserved.]

                                      	 	 	18	 
	
                                        SECTION 3.4

                                      	
                                        Payments
      from Accounts.

                                      	 	 	18	 
	
                                        SECTION 3.5

                                      	
                                        Reports
      to Noteholder.

                                      	 	 	20	 
	
                                        SECTION 3.6

                                      	
                                        [Reserved.]

                                      	 	 	21	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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                            SECTION
      3.7

                          	
                            Withholding
      Taxes.

                          	 	 	21	 
	 
      	 	 	 	 
	
                            ARTICLE
      IV. THE TIMESHARE LOANS COLLATERAL

                          	 	 	21	 
	
                            SECTION
      4.1

                          	
                            Granting
      of Timeshare Loans Collateral; Acceptance by Collateral
    Agent.

                          	 	 	21	 
	
                            SECTION
      4.2

                          	
                            Subsequent
      Timeshare Loans.

                          	 	 	22	 
	
                            SECTION
      4.3

                          	
                            Criteria
      for Timeshare Loans.

                          	 	 	24	 
	
                            SECTION
      4.4

                          	
                            Grant
      of Security Interest; Tax Treatment.

                          	 	 	24	 
	
                            SECTION
      4.5

                          	
                            Further
      Action Evidencing Assignments.

                          	 	 	25	 
	
                            SECTION
      4.6

                          	
                            Substitution
      and Repurchase of Timeshare Loans.

                          	 	 	26	 
	
                            SECTION
      4.7

                          	
                            Release
      of Lien.

                          	 	 	27	 
	
                            SECTION
      4.8

                          	
                            Appointment
      of Custodian and Paying Agent.

                          	 	 	28	 
	
                            SECTION
      4.9

                          	
                            Sale
      of Timeshare Loans.

                          	 	 	28	 
	 
      	 	 	 	 
	
                            ARTICLE
      V. SERVICING OF TIMESHARE LOANS

                          	 	 	28	 
	
                            SECTION
      5.1

                          	
                            Appointment
      of Servicer and Backup Servicer; Servicing Standard.

                          	 	 	28	 
	
                            SECTION
      5.2

                          	
                            Payments
      on the Timeshare Loans.

                          	 	 	29	 
	
                            SECTION
      5.3

                          	
                            Duties
      and Responsibilities of the Servicer.

                          	 	 	29	 
	
                            SECTION
      5.4

                          	
                            Servicer
      Events of Default.

                          	 	 	33	 
	
                            SECTION
      5.5

                          	
                            Accountings:  Statements
      and Reports.

                          	 	 	36	 
	
                            SECTION
      5.6

                          	
                            Records.

                          	 	 	38	 
	
                            SECTION
      5.7

                          	
                            Fidelity
      Bond and Errors and Omissions Insurance.

                          	 	 	38	 
	
                            SECTION
      5.8

                          	
                            Merger
      or Consolidation of the Servicer.

                          	 	 	38	 
	
                            SECTION
      5.9

                          	
                            Sub-Servicing.

                          	 	 	39	 
	
                            SECTION
      5.10

                          	
                            Servicer
      Resignation.

                          	 	 	39	 
	
                            SECTION
      5.11

                          	
                            Fees
      and Expenses.

                          	 	 	40	 
	
                            SECTION
      5.12

                          	
                            Access
      to Certain Documentation.

                          	 	 	40	 
	
                            SECTION
      5.13

                          	
                            No
      Offset.

                          	 	 	40	 
	
                            SECTION
      5.14

                          	
                            Account
      Statements.

                          	 	 	41	 
	
                            SECTION
      5.15

                          	
                            Indemnification:  Third
      Party Claim.

                          	 	 	41	 
	
                            SECTION
      5.16

                          	
                            Backup
      Servicer.

                          	 	 	41	 
	
                            SECTION
      5.17

                          	
                            Aruba
      Notices

                          	 	 	42	 
	
                            SECTION
      5.18

                          	
                            Recordation.

                          	 	 	42	 


                  

                

              

            

          

        

      

    

     

    
      
         


      

      
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                              ARTICLE
      VI. EVENTS OF DEFAULT; REMEDIES

                            	 	 	43	 
	
                              SECTION
      6.1

                            	
                              Events
      of Default.

                            	 	 	43	 
	
                              SECTION
      6.2

                            	
                              Acceleration
      of Maturity; Rescission and Annulment.

                            	 	 	44	 
	
                              SECTION
      6.3

                            	
                              Remedies.

                            	 	 	45	 
	
                              SECTION
      6.4

                            	
                              Collateral
      Agent May File Proofs of Claim.

                            	 	 	46	 
	
                              SECTION
      6.5

                            	
                              Collateral
      Agent May Enforce Claims Without Possession of Note.

                            	 	 	47	 
	
                              SECTION
      6.6

                            	
                              [Reserved.]

                            	 	 	47	 
	
                              SECTION
      6.7

                            	
                              [Reserved.]

                            	 	 	47	 
	
                              SECTION
      6.8

                            	
                              Unconditional
      Right of Noteholder to Receive Principal and Interest.

                            	 	 	47	 
	
                              SECTION
      6.9

                            	
                              Restoration
      of Rights and Remedies.

                            	 	 	48	 
	
                              SECTION
      6.10

                            	
                              Rights
      and Remedies Cumulative.

                            	 	 	48	 
	
                              SECTION
      6.11

                            	
                              Delay
      or Omission Not Waiver.

                            	 	 	48	 
	
                              SECTION
      6.12

                            	
                              Control
      by Noteholder.

                            	 	 	48	 
	
                              SECTION
      6.13

                            	
                              Waiver
      of Events of Default.

                            	 	 	49	 
	
                              SECTION
      6.14

                            	
                              Undertaking
      for Costs.

                            	 	 	49	 
	
                              SECTION
      6.15

                            	
                              Waiver
      of Stay or Extension Laws.

                            	 	 	49	 
	
                              SECTION
      6.16

                            	
                              Sale
      of Timeshare Loans Collateral.

                            	 	 	49	 
	
                              SECTION
      6.17

                            	
                              Action
      on Note.

                            	 	 	50	 
	
                              SECTION
      6.18

                            	
                              Performance
      and Enforcement of Certain Obligations.

                            	 	 	51	 
	 
      	 	 	 	 
	
                              ARTICLE
      VII. THE COLLATERAL AGENT

                            	 	 	51	 
	
                              SECTION
      7.1

                            	
                              Certain
      Duties.

                            	 	 	51	 
	
                              SECTION
      7.2

                            	
                              Notice
      of Events of Default.

                            	 	 	52	 
	
                              SECTION
      7.3

                            	
                              Certain
      Matters Affecting the Collateral Agent.

                            	 	 	52	 
	
                              SECTION
      7.4

                            	
                              Collateral
      Agent Not Liable for Note or Timeshare Loans.

                            	 	 	54	 
	
                              SECTION
      7.5

                            	
                              Collateral
      Agent May Own the Note.

                            	 	 	54	 
	
                              SECTION
      7.6

                            	
                              Collateral
      Agent’s Fees and Expenses.

                            	 	 	54	 
	
                              SECTION
      7.7

                            	
                              Eligibility
      Requirements for Collateral Agent.

                            	 	 	54	 
	
                              SECTION
      7.8

                            	
                              Resignation
      or Removal of Note Purchase Agreement Collateral Agent.

                            	 	 	55	 
	
                              SECTION
      7.9

                            	
                              Successor
      Collateral Agent.

                            	 	 	55	 
	
                              SECTION
      7.10

                            	
                              Merger
      or Consolidation of Collateral Agent.

                            	 	 	57	 


                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                                  SECTION
      7.11

                                	
                                  Appointment
      of Co-Collateral Agent or Separate Collateral Agent.

                                	 	 	57	 
	
                                  SECTION
      7.12

                                	
                                  Paying
      Agent Rights.

                                	 	 	58	 
	
                                  SECTION
      7.13

                                	
                                  Authorization.

                                	 	 	59	 
	
                                  SECTION
      7.14

                                	
                                  [Reserved.]

                                	 	 	59	 
	 
      	 	 	 	 
	
                                  ARTICLE
      VIII. COVENANTS OF THE NOTE ISSUER

                                	 	 	59	 
	
                                  SECTION
      8.1

                                	
                                  Payment
      of Principal, Interest and Other Amounts.

                                	 	 	59	 
	
                                  SECTION
      8.2

                                	
                                  Eligible
      Timeshare Loans.

                                	 	 	59	 
	
                                  SECTION
      8.3

                                	
                                  Money
      for Payments to Noteholder to Be Held in Trust.

                                	 	 	59	 
	
                                  SECTION
      8.4

                                	
                                  Existence;
      Merger; Consolidation, etc.

                                	 	 	60	 
	
                                  SECTION
      8.5

                                	
                                  Protection
      of Timeshare Loans Collateral; Further Assurances.

                                	 	 	61	 
	
                                  SECTION
      8.6

                                	
                                  Additional
      Covenants.

                                	 	 	63	 
	
                                  SECTION
      8.7

                                	
                                  Taxes.

                                	 	 	64	 
	
                                  SECTION
      8.8

                                	
                                  Restricted
      Payments.

                                	 	 	64	 
	
                                  SECTION
      8.9

                                	
                                  Treatment
      of Note as Debt for Tax Purposes.

                                	 	 	65	 
	
                                  SECTION
      8.10

                                	
                                  Further
      Instruments and Acts.

                                	 	 	65	 
	 
      	 	 	 	 
	
                                  ARTICLE
      IX. SUPPLEMENTAL NOTE PURCHASE AGREEMENTS

                                	 	 	65	 
	
                                  SECTION
      9.1

                                	
                                  Supplemental
      Note Purchase Agreements.

                                	 	 	65	 
	
                                  SECTION
      9.2

                                	
                                  [Reserved.]

                                	 	 	65	 
	
                                  SECTION
      9.3

                                	
                                  [Reserved.]

                                	 	 	65	 
	
                                  SECTION
      9.4

                                	
                                  Effect
      of Supplemental Note Purchase Agreements.

                                	 	 	65	 
	
                                  SECTION
      9.5

                                	
                                  [Reserved.]

                                	 	 	65	 
	 
      	 	 	 	 
	
                                  ARTICLE
      X. REDEMPTION OF THE NOTE

                                	 	 	65	 
	
                                  SECTION
      10.1

                                	
                                  Optional
      Redemption; Election to Redeem.

                                	 	 	65	 
	
                                  SECTION
      10.2

                                	
                                  Notice
      to Collateral Agent.

                                	 	 	66	 
	
                                  SECTION
      10.3

                                	
                                  Notice
      of Redemption by the Servicer.

                                	 	 	66	 
	
                                  SECTION
      10.4

                                	
                                  Deposit
      of Redemption Price.

                                	 	 	66	 
	
                                  SECTION
      10.5

                                	
                                  Note
      Payable on Redemption Date.

                                	 	 	66	 
	 
      	 	 	 	 
	
                                  ARTICLE
      XI. SATISFACTION AND DISCHARGE

                                	 	 	66	 
	
                                  SECTION
      11.1

                                	
                                  Satisfaction
      and Discharge of Note Purchase Agreement.

                                	 	 	66	 
	
                                  SECTION
      11.2

                                	
                                  Application
      of Trust Money; Repayment of Money Held by Paying Agent.

                                	 	 	67	 


                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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                            SECTION
      11.3

                          	
                            Timeshare
      Loans Collateral Termination Date.

                          	 	 	67	 
	 
      	 	 	 	 
	
                            ARTICLE
      XII. REPRESENTATIONS AND WARRANTIES AND COVENANTS

                          	 	 	68	 
	
                            SECTION
      12.1

                          	
                            Representations
      and Warranties of the Note Issuer.

                          	 	 	68	 
	
                            SECTION
      12.2

                          	
                            Representations
      and Warranties of the Servicer.

                          	 	 	69	 
	
                            SECTION
      12.3

                          	
                            Representations
      and Warranties of the Collateral Agent.

                          	 	 	72	 
	
                            SECTION
      12.4

                          	
                            Multiple
      Roles.

                          	 	 	73	 
	
                            SECTION
      12.5

                          	
                            Representations
      and Warranties of the Noteholder.

                          	 	 	73	 
	
                            SECTION
      12.6

                          	
                            Covenants
      of the Club Trustee.

                          	 	 	75	 
	
                            SECTION
      12.7

                          	
                            Representations
      and Warranties of the Backup Servicer.

                          	 	 	77	 
	 
      	 	 	 	 
	
                            ARTICLE
      XIII. MISCELLANEOUS

                          	 	 	80	 
	
                            SECTION
      13.1

                          	
                            Officer’s
      Certificate and Opinion of Counsel as to Conditions
    Precedent.

                          	 	 	80	 
	
                            SECTION
      13.2

                          	
                            Statements
      Required in Certificate or Opinion.

                          	 	 	80	 
	
                            SECTION
      13.3

                          	
                            Notices.

                          	 	 	80	 
	
                            SECTION
      13.4

                          	
                            No
      Proceedings.

                          	 	 	83	 
	
                            SECTION
      13.5

                          	
                            Limitation
      of Liability of Owner Trustee.

                          	 	 	83	 


                  

                

              

            

          

        

      

    

    


    
      
        
          
            	
                    Exhibit
      A

                  	
                    Form
      of Note

                  	 	 	 	 
	
                    Exhibit
      B

                  	
                    Form
      of Monthly Servicer Report

                  	 	 	 	 
	
                    Exhibit
      C

                  	
                    Servicing
      Officer’s Certificate

                  	 	 	 	 
	
                    Exhibit
      D

                  	
                    Form
      of Investor Certification

                  	 	 	 	 
	
                    Exhibit
      E

                  	
                    Form
      of ROAP Waiver Letter

                  	 	 	 	 
	
                    Exhibit
      F

                  	
                    Form
      of Transfer Notice

                  	 	 	 	 
	
                    Exhibit
      G

                  	
                    Form
      of Subsequent Transfer Notice

                  	 	 	 	 
	
                    Exhibit
      H

                  	
                    Form
      of Aruba Notice

                  	 	 	 	 
	
                    Exhibit
      I

                  	
                    Credit
      Policy

                  	 	 	 	 
	
                    Exhibit
      J

                  	
                    Collection
      Policy

                  	 	 	 	 
	
                    Annex
      A

                  	
                    Standard
      Definitions

                  	 	 	 	 
	
                    Schedule
      I

                  	
                    Schedule
      of Timeshare Loans

                  	 	 	 	 
	
                    Schedule
      II

                  	
                    Litigation
      Schedule

                  	 	 	 	 
	
                    Schedule
      III

                  	
                    Purchase
      Price Matrix

                  	 	 	 	 
	
                    Schedule
      IV

                  	
                    Gross
      Cumulative Default Curve

                  	 	 	 	 


          

        

      

    


    
      
         


      

      
        v

        
          

        

      

      
         


      

    


    NOTE
PURCHASE AGREEMENT

     

    This NOTE
PURCHASE AGREEMENT, dated as of      ,
     
(this “Note Purchase
Agreement”), is
among BXG RECEIVABLES NOTE TRUST 2009 – A, a statutory trust formed under the
laws of the State of Delaware, as note issuer (the “Note Issuer”),
STRATSTONE/BLUEGREEN SECURED INCOME FUND, LLC (the “Noteholder”), BLUEGREEN CORPORATION
(“Bluegreen”), a
Massachusetts corporation, in its capacity as servicer (the “Servicer”), VACATION TRUST,
INC., a Florida corporation, as trustee under the Club Trust Agreement (the
“Club Trustee”), [BRFC
2009-A LLC], a Delaware limited liability company, as depositor (the “Depositor”),                          ,
a            
corporation, as backup servicer (the “Backup Servicer”) and                          ,
a national banking association, as Collateral Agent (the “Collateral Agent”), paying agent (the “Paying Agent”) and as custodian (the
“Custodian”).

     

    RECITALS

     

    WHEREAS,
the Note Issuer has duly authorized the execution and delivery of this Note
Purchase Agreement to provide for the purchase by the Noteholder of its
Timeshare Secured Note (the “Note”) by the
Noteholder;

     

    WHEREAS,
all things necessary to make the Note, when executed by the Note Issuer, the
valid obligation of the Note Issuer enforceable in accordance with its terms,
have been done;

     

    WHEREAS,
the Servicer has agreed to service and administer the Timeshare Loans securing
the Note and the Backup Servicer has agreed to, among other things, service and
administer the Timeshare Loans if the Servicer shall no longer be the Servicer
hereunder; and

     

    WHEREAS,
the Club Trustee is a limited purpose entity which, on behalf of Beneficiaries
of the Club, holds title to the Timeshare Properties related to the Club
Loans.

     

    NOW,
THEREFORE, for and in consideration of the premises, the purchase of the Note by
the Noteholder and of the mutual covenants herein contained, the parties hereto
agree as follows:

     

    ARTICLE
I.

    DEFINITIONS
AND OTHER PROVISIONS OF

    GENERAL
APPLICATION

     

    SECTION
1.1        General Definitions and
Usage of Terms.

     

    (a)           In
addition to the terms defined elsewhere in this Note Purchase Agreement,
capitalized terms shall have the meanings given them in the Standard Definitions
attached hereto as Annex A.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           With
respect to all terms in this Note Purchase Agreement, the singular includes the
plural and the plural the singular; words importing any gender include the other
genders; references to “writing” include printing, typing, lithography and other
means of reproducing words in a visible form; references to agreements and other
contractual instruments include all amendments, modifications and supplements
thereto or any changes therein entered into in accordance with their respective
terms and not prohibited by this Note Purchase Agreement; references to Persons
include their successors and assigns; and the term “including” means “including
without limitation”.

     

    SECTION
1.2        Compliance Certificates and
Opinions.

     

    Upon any
written application or request (or oral application with prompt written or
telecopied confirmation) by the Note Issuer or the Noteholder, as applicable, to
the Collateral Agent to take action under any provision of this Note Purchase
Agreement, other than any request that (a) the Collateral Agent invest moneys in
any of the Accounts pursuant to the written directions specified in such request
or (b) the Collateral Agent pay moneys due and payable to the Note Issuer or the
Noteholder, as applicable, hereunder to the Noteholder’s assignee specified in
such request, the Collateral Agent shall require the Note Issuer or the
Noteholder, as applicable, to furnish to the Collateral Agent an Officer’s
Certificate stating that all conditions precedent, if any, provided for in this
Note Purchase Agreement relating to the proposed action have been complied with
and that the request otherwise is in accordance with the terms of this Note
Purchase Agreement, and an Opinion of Counsel stating that in the opinion of
such counsel all such conditions precedent, if any, have been complied with,
except that, in the case of any such requested action as to which other evidence
of satisfaction of the conditions precedent thereto is specifically required by
any provision of this Note Purchase Agreement, no additional certificate or
opinion need be furnished.

     

    SECTION
1.3        Form of Documents Delivered
to Collateral Agent.

     

    In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

     

    Any
certificate or opinion of an officer of the Note Issuer or the Noteholder, as
applicable, delivered to the Collateral Agent may be based, insofar as it
relates to legal matters, upon an Opinion of Counsel, unless such officer knows
that the opinion with respect to the matters upon which his/her certificate or
opinion is based is erroneous.  Any such officer’s certificate or
opinion and any Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Note Issuer or the Noteholder, as applicable, as to
such factual matters unless such officer or counsel knows that the certificate
or opinion or representations with respect to such matters is
erroneous.  Any Opinion of Counsel may be based on the written opinion
of other counsel, in which event such Opinion of Counsel shall be accompanied by
a copy of such other counsel’s opinion and shall include a statement to the
effect that such other counsel believes that such counsel and the Collateral
Agent may reasonably rely upon the opinion of such other counsel.

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    Where any
Person is required to make, give or execute two or more applications, requests,
consents, certificates, statements, opinions or other instruments under this
Note Purchase Agreement, they may, but need not, be consolidated and form one
instrument.

     

    Wherever
in this Note Purchase Agreement, in connection with any application or
certificate or report to the Collateral Agent, it is provided that the
Noteholder or the Note Issuer shall deliver any document as a condition of the
granting of such application, or as evidence of compliance with any term hereof,
it is intended that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case
may be), of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Noteholder or the Note Issuer to have
such application granted or to the sufficiency of such certificate or
report.  The foregoing shall not, however, be construed to affect the
Collateral Agent’s right to rely upon the truth and accuracy of any statement or
opinion contained in any such document as provided in Section 7.1(b)
hereof.

     

    Whenever
in this Note Purchase Agreement it is provided that the absence of the
occurrence and continuation of a Default, Event of Default or Servicer Event of
Default is a condition precedent to the taking of any action by the Collateral
Agent at the request or direction of the Noteholder or the Note Issuer, then,
notwithstanding that the satisfaction of such condition is a condition precedent
to the Noteholder’s or the Note Issuer’s right to make such request or
direction, the Collateral Agent shall be protected in acting in accordance with
such request or direction if it does not have knowledge of the occurrence and
continuation of such event.  For all purposes of this Note Purchase
Agreement, neither the Noteholder nor the Collateral Agent shall be deemed to
have knowledge of any Default, Event of Default or Servicer Event of Default nor
shall the Noteholder or Collateral Agent have any duty to monitor or investigate
to determine whether a default has occurred (other than an Event of Default of
the kind described in Section 6.1(a)
hereof) or Servicer Event of Default has occurred unless a Responsible Officer
of the Noteholder or Collateral Agent, as applicable, shall have actual
knowledge thereof or shall have been notified in writing thereof by the Note
Issuer, the Servicer or any secured party.

     

    SECTION
1.4        Acts of Noteholder,
etc.

     

    (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided by this Note Purchase Agreement to be given or taken by the
Noteholder may be embodied in and evidenced by an instrument signed by the
Noteholder in person or by agents duly appointed in writing; and, except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Collateral Agent and, where
it is hereby expressly required, to the Note Issuer.  Such instrument
or instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the “Act” of the Noteholder
signing such instrument or instruments.  Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Note Purchase Agreement and (subject to Section 7.1
hereof) conclusive in favor of the Collateral Agent and the Note Issuer, if made
in the manner provided in this Section 1.4.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    (b)           The
fact and date of the execution by any Person of any such instrument or writing
may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him the execution thereof.  Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority.  The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Collateral Agent deems
sufficient.

     

    (c)           Any
request, demand, authorization, direction, notice, consent, waiver or other Act
of the Noteholder shall bind every future holder of the Note and the holder of
every Note issued upon the registration of transfer thereof or in exchange
therefore or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Collateral Agent or the Note Issuer in reliance thereon, whether
or not notation of such action is made upon the Note.

     

    SECTION
1.5        [Reserved].

     

    SECTION
1.6        Effect of Headings and Table
of Contents.

     

    The
Article and Section headings herein and in the Table of Contents are for
convenience only and shall not affect the construction hereof.

     

    SECTION
1.7        Successors and
Assigns.

     

    All
covenants and agreements in this Note Purchase Agreement by each of the parties
hereto shall bind its respective successors and permitted assigns, whether so
expressed or not.

     

    SECTION
1.8        Governing
Law.

     

    THIS
NOTE PURCHASE AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL 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.

     

    SECTION
1.9        Legal
Holidays.

     

    In any
case where any Payment Date or the Stated Maturity or any other date on which
principal of or interest on the Note is proposed to be paid shall not be a
Business Day, then (notwithstanding any other provision of this Note Purchase
Agreement or of the Note) such payment need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on such Payment Date, Stated Maturity or other date on which principal of
or interest on the Note is proposed to be paid; provided, that no
penalty interest shall accrue for the period from and after such Payment Date,
Stated Maturity, or any other date on which principal of or interest on the Note
is proposed to be paid, as the case may be, until such next succeeding Business
Day.

     

    
      
         


      

      
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    SECTION
1.10      Execution in
Counterparts.

     

    This Note
Purchase Agreement may be executed in any number of counterparts, each of which
so executed shall be deemed to be an original, but all such counterparts shall
together constitute but one and the same instrument.

     

    SECTION
1.11      Inspection.

     

    The Note
Issuer agrees that, on ten Business Days’ prior notice (or, one Business Day’s
prior notice after the occurrence and during the occurrence of an Event of
Default or a Servicer Event of Default), it will permit the representatives of
the Collateral Agent or the Noteholder, during the Note Issuer’s normal business
hours, to examine all of the books of account, records, reports and other papers
of the Note Issuer, to make copies thereof and extracts therefrom, and to
discuss its affairs, finances and accounts with its designated officers,
employees and independent accountants in the presence of such designated
officers and employees (and by this provision the Note Issuer hereby authorizes
its independent accountants to discuss with such representatives such affairs,
finances and accounts), all at such reasonable times and as often as may be
reasonably requested for the purpose of reviewing or evaluating the financial
condition or affairs of the Note Issuer or the performance of and compliance
with the covenants and undertakings of the Note Issuer and the Servicer in this
Note Purchase Agreement or any of the other documents referred to herein or
therein.  Any reasonable expense incident to the exercise by the
Collateral Agent at any time or the Noteholder during the continuance of any
Default or Event of Default, of any right under this Section 1.11
shall be borne by the Note Issuer and distributed in accordance with Section 3.4.  Nothing
contained herein shall be construed as a duty of the Collateral Agent to perform
such inspection.

     

    SECTION
1.12      Survival of Representations
and Warranties.

     

    The
representations, warranties and certifications of the Note Issuer made in this
Note Purchase Agreement or in any certificate or other writing delivered by the
Note Issuer pursuant hereto shall survive the authentication and delivery of the
Note hereunder.

     

    SECTION
1.13      Waiver of Jury
Trial.

     

    EACH
PARTY HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY
DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENT
EXECUTED AND DELIVERED IN CONNECTION WITH THIS AGREEMENT AND RELATING TO THE
TRANSACTIONS CONTEMPLATED HEREBY.

     

    SECTION
1.14      Release of
Liability.

     

    TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW FROM TIME TO TIME IN EFFECT, THE NOTE
ISSUER AND DEPOSITOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY (AND AFTER
IT HAS CONSULTED WITH ITS OWN ATTORNEY) IRREVOCABLY AND UNCONDITIONALLY AGREES
THAT NO CLAIM MAY BE MADE BY THE NOTE ISSUER OR THE DEPOSITOR AGAINST THE
NOTEHOLDER OR ANY OF THE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR MEMBER OF
THE BOARD OF MANAGERS OF THE NOTEHOLDER OR ITS MANAGERS, FOR ANY SPECIAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY BREACH OR WRONGFUL CONDUCT
(WHETHER THE CLAIM IS BASED ON CONTRACT OR TORT OR DUTY IMPOSED BY LAW) ARISING
OUT OF THIS AGREEMENT OR THE NOTE.

     

    
      
         


      

      
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    ARTICLE
II.

    ISSUANCE
OF NOTE AND ADVANCES UNDER THE NOTE

     

    SECTION
2.1        General
Provisions.

     

    (a)           Form of
Note.  The Note, together with its certificate of
authentication, shall be in substantially the form set forth in Exhibit A attached
hereto, with such appropriate insertions, omissions, substitutions and other
variations as are required or are permitted by this Note Purchase Agreement, and
may have such letters, numbers or other marks of identification and such legends
or endorsements placed thereon, as may consistently herewith, be determined by
the officer executing such Note, as evidenced by such officer’s execution of
such Note.

     

    (b)           Denominations.  The
Outstanding Note Balance of the Note which may be authenticated and delivered
under this Note Purchase Agreement is limited to a minimum principal amount of
$2,000,000 and a maximum principal amount of $750,000,000.  The Note
shall be issuable only as a registered Note, without interest coupons, in the
denominations of at least $50,000 and in integral multiples of
$1,000.

     

    (c)           Execution, Authentication,
Delivery and Dating.  The Note shall be manually executed by an
Authorized Officer of the Owner Trustee on behalf of the Note
Issuer.  The signature on the Note of an individual who was at the
time of execution thereof an Authorized Officer of the Owner Trustee on behalf
of the Note Issuer shall bind the Note Issuer, notwithstanding that such
individual ceases to hold such office prior to the authentication and delivery
of such Note or did not hold such office at the date of such Note.

     

    (d)           Obligation of the Note
Issuer.  The Note represents the sole obligation of the Note
Issuer payable from the Timeshare Loans Collateral and does not represent an
obligation of the Originators, the Servicer, the Depositor, the Backup Servicer,
the Owner Trustee, the Collateral Agent, the Administrator or the
Custodian.

     

    (e)           Interest in the
Note.  The Note Issuer may not, at any time, own an interest in
the Note.

     

    
      
         


      

      
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    (f)           Assignment of the
Note.  The Noteholder shall not sell, assign or otherwise
transfer the Note or any interest therein without the written consent of the
Note Issuer and the Depositor (which shall be deemed given by the Note Issuer
and the Depositor if a Responsible Officer of each of the Note Issuer and the
Depositor consents to such sale, assignment or transfer on its behalf), such
consent not to be unreasonably withheld, delayed or conditioned. The foregoing
shall not restrict a sale, assignment or transfer of the Note to the surviving
or successor Person resulting from a merger or consolidation of the Noteholder
with or into another Person (the “Noteholder Surviving
Person”), provided, however, in
connection with any such merger or consolidation, the Note Purchase Agreement
shall be modified on terms reasonably satisfactory to the Noteholder, the Note
Issuer, the Depositor, the Servicer, the Club Trustee, the Backup Servicer, the
Collateral Agent, Paying Agent and the Custodian to address any impact of the
merger or consolidation on any of such Persons, including, without limitation,
to ensure that (i) there will not be any material adverse effect on the rights
or obligations of any of such Persons, directly or indirectly, under the Note
Purchase Agreement or any of the other Transaction Documents (including, without
limitation, as a result of a  decrease in the amount reasonably likely to
be transferred to the Certificate Distribution Account for distribution pursuant
to the Trust Agreement as a result of the sale, transfer or assignment of the
Note to any such Noteholder Surviving Person); (ii) the Noteholder Surviving
Person shall assume all obligations of the Noteholder to be performed or
observed under this Note Purchase Agreement, the Note and the other Transaction
Documents; and (iii) an Opinion of Counsel to the Noteholder in connection
therewith shall be delivered to the other parties to this Note Purchase
Agreement (at no expense to such other parties).

     

    SECTION
2.2        Advances under the
Note.

     

    (a)           Subject
to the terms and conditions of this Note Purchase Agreement and provided no
Event of Default has occurred and is continuing, the Noteholder from time to
time during the period from the date hereof up to and including the Final
Closing Date (or if Timeshare Loans are not sold by the Depositor to the Note
Issuer on the Final Closing Date using all of the remaining gross proceeds from
the Offering, the date the Timeshare Loans are sold to the Note Issuer, but not
later than the Final Loan Date), agrees to make advances to the Note Issuer, and
the Note Issuer agrees to borrow from the Noteholder, simultaneously with each
Closing Date, subject to Section 2.2(c),
in which case the advance shall be made on the date determined pursuant to Section 2.2(c);
provided, that
simultaneously with such advance the Depositor has sold the Timeshare Loans to
the Note Issuer in accordance with Section 2.2(b)
and the other conditions of Section 2.2(b)
are met.  In addition to the purchase of the Timeshare Loans pursuant
to Section 2.2(b),
the deposit of the General Reserve Deposit in the General Reserve Account
pursuant to Section 3.2(b)
and the deposit of the Special Reserve Deposit in the Special Reserve Account
pursuant to Section 3.2(c),
the proceeds of each advance pursuant to the Note shall be applied as
follows:

     

    (i)           15%
of the proceeds of each advance (or the balance, if any, remaining from 15% of
the proceeds if the Noteholder has paid fees and expenses on behalf of the Note
Issuer pursuant to Section 2.2(c)) to be
deposited in the Fee and Expense Account to be applied:

     

    
      	
               
      

            	
              (1)

            	
              to
      pay or reimburse the Noteholder or the Manager for selling commissions,
      dealer manager fees and expenses pursuant to the Dealer Manager Agreement,
      as the same may be amended and any agreement entered into in substitution,
      therefor, and payable pursuant to the LLC Agreement of the Noteholder, in
      each case, in accordance with a statement furnished by the
      Manager;

            


    

     

    
      
         


      

      
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              (2)

            	
              to
      pay other Organization and Offering Expenses (which together with the
      other payments pursuant to Section
      2.2(a)(i) shall not exceed 15% of the aggregate amount of the
      proceeds to be advanced pursuant to the Note), including amounts to be
      reimbursed to the Manager and its Affiliates, payable pursuant to the LLC
      Agreement of the Noteholder, upon furnishing of, and in accordance with, a
      written statement by the Manager;
and

            


    

     

    
      	
               
      

            	
              (3)

            	
              to
      pay acquisition fees and expenses payable pursuant to the LLC Agreement of
      the Noteholder, upon furnishing of, and in accordance with, a written
      statement by the Manager;

            


    

     

    it being understood that, in
each case, the payment will be made strictly in accordance with the written
statement from the Manager and no relevant party shall be under any obligation
to verify any fee or expense set forth in a written statement by the Manager or
the reasonableness thereof; it
being further understood that, in respect of any additional Membership
Interests reinvested pursuant to the Distribution Reinvestment Plan and any
Membership Interests purchased at a volume or other discount which reduces the
amount of selling commissions payable in connection with such sale, the amount
deemed to be advanced by the Noteholder to the Note Issuer with respect to such
Membership Interests shall be an amount equal to the gross proceeds that would
have been realized from the sales of such Membership Interests if such
Membership Interests were purchased at the full price of $10 per unit of
Membership Interests (without deducting the amount by which the purchase price
of the Membership Interests is reduced due to the reduction in the sales
commissions and dealer manager fees from the volume or other discount and, with
respect to the Distribution Reinvestment Plan, without deducting the difference
between the full price of $10 per unit of Membership Interest and the discount
provided to purchasers under the Distribution Reinvestment
Plan).  Notwithstanding the foregoing, with respect to Membership
Interests purchased at a volume or other discount, the amounts paid pursuant to
Section
2.2(a)(i) shall be decreased by the amount of the discount in sales
commissions and dealer manager fees in connection with such sale such that the
amount of the proceeds advanced to the Note Issuer in connection therewith are
increased by the amount of any such discount.

     

    (b)           On
each Transfer Date, subject to Section 2.2(c),
the satisfaction of the following conditions and the requirements of Section 4.3
hereof, and in consideration of the Collateral Agent’s delivery on such Transfer
Date to or upon the order of the Depositor of the Timeshare Loan Acquisition
Price, the Depositor shall sell, transfer, assign, set over and otherwise convey
without recourse to the Note Issuer, all right, title and interest of the
Depositor in and to each Timeshare Loan and the related Timeshare Loans
Collateral pursuant to the Bluegreen Purchase Agreement and the Note Issuer
shall Grant such Timeshare Loans to the Collateral Agent for benefit of the
Noteholder.  Prior to the acceptance by the Collateral Agent of any
Timeshare Loan or the release of any funds therefor, the following conditions
must be satisfied on or prior to the related Transfer Date:

     

    (i)           the
Depositor shall have provided the Note Issuer, the Noteholder and the Collateral
Agent with a notice of a transfer of Timeshare Loans (a “Transfer Notice”), a form of which is attached
hereto as Exhibit
F, which notice shall be given not less than one Business Day prior to
such Transfer Date;

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (ii)          no
Event of Default has occurred and is continuing and no such event would result
from the conveyance of such Timeshare Loan to the Note Issuer and the Grant of
such Timeshare Loans to the Collateral Agent;

     

    (iii)         the
Custodian shall have received the Timeshare Loan Files related to such Timeshare
Loans and shall have given the Collateral Agent a written certification and
receipt in accordance with the Custodial Agreement;

     

    (iv)         the
Servicer shall have received the Timeshare Loan Servicing Files related to such
Timeshare Loans;

     

    (v)          the
Collateral Agent shall have received the certification required to be delivered
by the Depositor in Section 4.3
hereof;

     

    (vi)         no
Responsible Officer of the Collateral Agent has Knowledge or has actually
received notice that any conditions to such transfer (including the requirements
in Section 4.3
hereof) have not been fulfilled and the Collateral Agent shall have received
such other documents, opinions, certificates and instruments as the Collateral
Agent may request;

     

    (vii)        the
Depositor has not given 30 days prior written notice to the Note Issuer, the
Noteholder and the Collateral Agent that it has elected to cease transferring
Timeshare Loans to the Note Issuer 30 days prior written; and

     

    (viii)       the
Noteholder has not given 30 days prior written notice to the Depositor, the Note
Issuer and the Collateral Agent that it has elected to cease making advances to
the Note Issuer.

     

    (c)           (i)           The
Noteholder shall provide to Bluegreen not less than five Business Days prior
written notice of the next scheduled Closing Date.  In the event that
the Depositor has provided notice to the Collateral Agent and the Noteholder not
less than three Business Days prior to a Closing Date, that it does not have
sufficient Timeshare Loans to transfer to the Depositor for sale to the Note
Issuer by the Closing Date, Bluegreen will promptly notify the Noteholder and
the Collateral Agent and no advance will be made to the Note Issuer out of the
proceeds at the Closing Date until three Business Days after written notice from
Bluegreen that it has sufficient Timeshare Loans to transfer.  In that
event, the Noteholder will retain the gross proceeds received on the Closing
Date and pay the amount payable pursuant to Section 2.2(a)(i)(1)
and (2) on
behalf of the Note Issuer (which shall be deemed to be an advance under the
Note, except that the usage fee set forth in Section 2.2(c)(ii)
below shall be payable by Bluegreen in lieu of the Interest Distribution Amount
which would have been payable by the Note Issuer if the advance had been made on
the Closing Date).  The balance of the proceeds will be used to make
the advance to the Note Issuer. 

     

    (ii)         
In the event that an advance is not made on the Closing Date in accordance with
Section
2.2(c)(i) with respect to all of the gross proceeds received at the
Closing Date, Bluegreen shall pay to the Company, within three Business Days of
written demand from the Company, a usage fee in an amount equal to the Interest
Distribution Amount which would have been payable on the gross proceeds actually
received on such Closing Date and not advanced by the Company to the Note Issuer
on such Closing Date from the date of such Closing Date through the earlier of
(i) the date of the respective advance under the Note or (ii) the Final Loan
Date.

     

    
      
         


      

      
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    (iii)         If
an advance of any portion of the gross proceeds received on a Closing Date is
not advanced prior to the Final Loan Date, Bluegreen shall also pay the
Noteholder as a usage fee an amount equal to the payments made by the Note
Issuer pursuant to Section 2.2(c)
with respect to the expenses under Section 2.2(a)(i)(1)
and (2)
relating to the portion of such gross proceeds not advanced to the Note Issuer
prior to the Final Loan Date.

     

    (d)           Subject
to the terms and conditions of this Note Purchase Agreement and provided no
Event of Default has occurred and is continuing on each Payment Date during the
Reinvestment Period (unless a Suspension Event has occurred and is continuing),
the Noteholder from time to time agrees to make advances to the Note Issuer, and
the Note Issuer agrees to borrow from the Noteholder, simultaneously with each
Closing Date, an amount equal to the gross proceeds from the Distribution
Reinvestment Plan received on such Payment Date in excess of the amount used by
the Noteholder to repurchase Membership Interests on such Payment
Date.

     

    (e)           Notwithstanding
anything to the contrary contained herein, the Note Issuer will only acquire
Timeshare Loans purchased by the Depositor or its affiliates from unaffiliated
third parties with the written consent of the Company. In addition, if such
Timeshare Loans were purchased for a purchase price less than the outstanding
principal balance thereof and the accrued interest thereon,  the
Timeshare Loan Acquisition Price will not exceed the purchase price paid by the
Depositor or its Affiliates to acquire such Timeshare Loan. In connection
therewith, the Depositor and the Note Issuer (which shall take such action if
consented to by the Noteholder) may agree to modifications of the provisions
relating to the  Special Reserve Account applicable specifically to
the Timeshare Loans acquired in accordance with this Section
2.2(e).

     

    SECTION
2.3        Collateral Measurement
Pools.  Each Timeshare Loan (including Initial Timeshare Loans,
Subsequent Timeshare Loans and Qualified Substitute Timeshare Loans) purchased
or substituted, as applicable, will be grouped into separate Collateral
Measurement Pools (each, a “Collateral Measurement Pool”),
which will (x) open (each such date, a “Pool Open Date”) on the (i)
Initial Closing Date, in respect of the initial Collateral Measurement Pool or
(ii) the date following the Pool Closing Date (as defined below) for the
immediately preceding Collateral Measurement Pool, in respect of subsequent
Collateral Measurement Pools; and (y) close (each such date, a “Pool Close Date”) ____ months
after (i) the Initial Closing Date, in respect of the initial Collateral
Measurement Pool or (ii) the preceding Pool Open Date for such Collateral
Measurement Pool, in respect of subsequent Collateral Measurement Pools; provided, that if the
remaining amount advanced to the Note Issuer under the Note that is allocated to
a Collateral Measurement Pool is less than $_________, such Collateral
Measurement Pool shall close on the earlier to occur of (a) ___ month after the
relevant Pool Open Date and (b) the date on which $_________ that is allocated
to such Collateral Measurement Pool is advanced to the Noteholder under the
Note.  Timeshare Loans will be included in the Collateral Measurement
Pool that is then open on the date they are acquired by the Note Issuer, except
that a Qualified Substitute Timeshare Loan shall be included in the same
Collateral Measurement Pool as the Timeshare Loan for which it was
substituted.

     

    
      
         


      

      
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    SECTION
2.4        [Reserved].

     

    SECTION
2.5        Persons Deemed
Owners.

     

    Prior to
due presentment of the Note for registration of transfer, the Note Issuer, the
Collateral Agent, and any agent of the Note Issuer or the Collateral Agent may
treat the registered Noteholder as the owner of the Note for the purpose of
receiving payment of principal of and interest on the Note and for all other
purposes whatsoever, whether or not the Note is overdue, and neither the Note
Issuer, the Collateral Agent, nor any agent of the Note Issuer or the Collateral
Agent shall be affected by notice to the contrary.

     

    ARTICLE
III.

    ACCOUNTS;
COLLECTION AND

    APPLICATION
OF MONEYS; REPORTS

     

    SECTION
3.1        Accounts:  Investments
by Collateral Agent.

     

    (a)           On
or before the initial Closing Date, the Collateral Agent shall establish in the
name of the Collateral Agent for the benefit of the Noteholder or, in the case
of the Lockbox Account and the Credit Card Account, in the name of the Note
Issuer, as provided in this Note Purchase Agreement, the Accounts, which
accounts (other than the Lockbox Account and the Credit Card Account) shall be
Eligible Bank Accounts maintained at the Corporate Trust Office.

     

    Subject
to the further provisions of this Section 3.1(a),
the Collateral Agent shall, upon receipt or upon transfer from another account,
as the case may be, deposit into such Accounts all amounts received by it which
are required to be deposited therein in accordance with the provisions of this
Note Purchase Agreement.  All such amounts and all investments made
with such amounts, including all income and other gain from such investments,
shall be held by the Collateral Agent in such accounts as part of the Timeshare
Loans Collateral as herein provided, subject to withdrawal by the Collateral
Agent in accordance with, and for the purposes specified in the provisions of,
this Note Purchase Agreement.

     

    (b)           The
Collateral Agent shall assume that any amount remitted to it in respect of the
Timeshare Loans Collateral is to be deposited into the Collection Account
pursuant to Section 3.2(a)
hereof unless a Responsible Officer of the Collateral Agent receives written
instructions from the Servicer to the contrary.

     

    (c)           None
of the parties hereto shall have any right of set-off with respect to any
Account or any investment therein.

     

    
      
         


      

      
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    (d)           So
long as no Event of Default shall have occurred and be continuing, all or a
portion of the amounts in any Account (other than the Lockbox Account and the
Credit Card Account) shall be invested and reinvested by the Collateral Agent
pursuant to a Note Issuer Order in one or more Eligible
Investments.  Subject to the restrictions on the maturity of
investments set forth in Section 3.1(f)
hereof, each such Note Issuer Order may authorize the Collateral Agent to make
the specific Eligible Investments set forth therein, to make Eligible
Investments from time to time consistent with the general instructions set forth
therein, in each case, in such amounts as such Note Issuer Order may
specify.  Until a Note Issuer Order to the contrary is delivered, the
Collateral Agent shall make the Eligible Investments set forth in Exhibit A to
the Administration Agreement.

     

    (e)           In
the event that either (i) the Note Issuer shall have failed to give investment
directions to the Collateral Agent by 9:30 A.M., New York City time on any
Business Day on which there may be uninvested cash or (ii) an Event of Default
shall be continuing, the Collateral Agent shall promptly invest and reinvest the
funds then in the designated Account to the fullest extent practicable in those
obligations or securities described in clause (e) of the definition of “Eligible
Investments”.  All investments made by the Collateral Agent shall
mature no later than the maturity date therefor permitted by Section 3.1(f)
hereof.

     

    (f)           No
investment of any amount held in any Account shall mature later than the
Business Day immediately preceding the Payment Date which is scheduled to occur
immediately following the date of investment.  All income or other
gains (net of losses) from the investment of moneys deposited in any Account
shall be deposited by the Collateral Agent in such account immediately upon
receipt.

     

    (g)           Subject
to Section 3.1(d)
hereof, any investment of any funds in any Account shall be made under the
following terms and conditions:

     

    (i)           each
such investment shall be made or transferred in the name of the Collateral
Agent, in each case in such manner as shall be necessary to maintain the
identity of such investments as assets of the Timeshare Loans Collateral;
and

     

    (ii)           any
certificate or other instrument evidencing such investment shall be delivered
directly to the Collateral Agent, and the Collateral Agent shall have sole
possession of such instrument, and all income on such investment.

     

    (h)           The
Collateral Agent shall not in any way be held liable by reason of any
insufficiency in any Account resulting from losses on investments made or
transferred in accordance with the provisions of this Section 3.1
including, but not limited to, losses resulting from the sale or depreciation in
the market value of such investments (but the institution serving as Collateral
Agent shall at all times remain liable for its obligations, if any, constituting
part of such investments).  The Collateral Agent shall not be liable
for any investment or liquidation of an investment made by it in accordance with
this Section 3.1 on
the grounds that it could have made a more favorable investment or a more
favorable selection for sale of an investment.

     

    (i)           The
Collateral Agent shall not be permitted to vote any Eligible Investments unless
it has been advised that such vote is for “protective” (as defined by generally
accepted accounting principles in the United States) purposes.

     

    
      
         


      

      
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    SECTION
3.2        Establishment and
Administration of the Accounts.

     

    (a)           Collection
Account.  The Noteholder and Note Issuer hereby direct and the
Collateral Agent hereby agrees to cause to be established and maintained an
account (the “Collection
Account”) for the benefit of the Noteholder.  The Collection
Account shall be an Eligible Bank Account initially established at the corporate
trust department of the Collateral Agent, bearing the following designation
“Stratstone/Bluegreen Secured Income Fund, LLC – Collection Account,                          ,
as Collateral Agent for the benefit of the Noteholder”.  The
Collateral Agent on behalf of the Noteholder shall possess all right, title and
interest in all funds on deposit from time to time in the Collection Account and
in all proceeds thereof.  The Collection Account shall be under the
sole dominion and control of the Collateral Agent for the benefit of the
Noteholder.  If, at any time, the Collection Account ceases to be an
Eligible Bank Account, the Collateral Agent shall within two Business Days
establish a new Collection Account which shall be an Eligible Bank Account,
transfer any cash and/or any investments to such new Collection Account, and
from the date such new Collection Account is established, it shall be the
“Collection Account”.  The Collateral Agent agrees to immediately
deposit any amounts received by it into the Collection
Account.  Amounts on deposit in the Collection Account shall be
invested in accordance with Section 3.1
hereof.  Withdrawals and payments from the Collection Account will be
made on each Payment Date as provided in Section 3.4
hereof.  The Collateral Agent, at the written direction of the
Servicer, shall withdraw (no more than once per calendar week) from the
Collection Account and return to the Servicer or as directed by the Servicer,
any amounts which (i) were mistakenly deposited in the Collection Account,
including, without limitation, amounts representing Misdirected Payments or
(ii) representing Additional Servicing Compensation.  The
Collateral Agent may conclusively rely on such written direction.

     

    (b)           General Reserve
Account.  The Noteholder and the Note Issuer hereby direct and
the Collateral Agent hereby agrees to cause to be established and maintained an
account (the “General Reserve
Account”) for the benefit of the Noteholder.  On each Transfer
Date, the Collateral Agent shall deposit, from the proceeds of the advance
(other than from proceeds of any advances related to Subsequent Timeshare Loans)
to the Note Issuer pursuant to the Note, an amount equal to the General Reserve
Account Deposit.  The General Reserve Account shall be an Eligible
Bank Account initially established at the corporate trust department of the
Collateral Agent, bearing the following designation “Stratstone/Bluegreen
Secured Income Fund, LLC — General Reserve Account,                          ,
as Collateral Agent for the benefit of the Noteholder”.  The
Collateral Agent on behalf of the Noteholder shall possess all right, title and
interest in all funds on deposit from time to time in the General Reserve
Account and in all proceeds thereof.  The General Reserve Account
shall be under the sole dominion and control of the Collateral Agent for the
benefit of the Noteholder.  If, at any time, the General Reserve
Account ceases to be an Eligible Bank Account, the Collateral Agent shall within
two Business Days establish a new General Reserve Account which shall be an
Eligible Bank Account, transfer any cash and/or any investments to such new
General Reserve Account and from the date such new General Reserve Account is
established, it shall be the “General Reserve Account”.  Amounts on
deposit in the General Reserve Account shall be invested in accordance with
Section 3.1
hereof.  Deposits to the General Reserve Account shall be made in
accordance with Section 3.4
hereof.  Withdrawals and payments from the General Reserve Account
shall be made in the following manner:

     

    
      
         


      

      
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    (i)           Interest
Shortfalls.  Subject to Sections 3.2(b)(iii)
and (iv)
hereof, if on any Payment Date, Available Funds (without giving effect to any
deposit from the General Reserve Account) would be insufficient to pay any
portion of the applicable Interest Distribution Amount on such Payment Date, the
Collateral Agent shall, based on the Monthly Servicer Report, withdraw from the
General Reserve Account an amount equal to the lesser of such insufficiency and
the amount on deposit in the General Reserve Account and deposit such amount in
the Collection Account.

     

    (ii)           Principal
Shortfalls.  Subject to Sections 3.2(b)(iii)
and (iv)
hereof, if on any Payment Date after the Reinvestment Period or during the
continuance of a Suspension Event, the aggregate payments under Section 3.4(a)(i)-(xii) (without giving
effect to any prior payment from the General Reserve Account or the Special
Reserve Account) exceeded the aggregate amount of interest received on the
Timeshare Loans Collateral (after giving effect to the payment to be made on
that Payment Date), the Collateral Agent shall, based on the Monthly Servicer
Report, withdraw from the General Reserve Account an amount equal to the lesser
of the amount of any principal payment on the Timeshare Loans
that  have been applied to make payments under Section
3.4(a)(i)-(xii) and the amount
on deposit in the General Reserve Account and deposit such amount in the
Collection Account, to the extent that any principal proceeds have been applied
to pay expenses or interest on the Note.

     

    (iii)           Partial Amortization Event;
Trigger Event or Event of Default.  Upon the occurrence of a
Partial Amortization Event (following the expiration of the Reinvestment Period
and during the continuance of a Suspension Event), a Trigger Event or an Event
of Default, the Collateral Agent shall withdraw all amounts on deposit in the
General Reserve Account and shall deposit such amounts to the Collection Account
for distribution in accordance with Section 3.4
hereof.

     

    (iv)           Stated Maturity or Payment
in Full.  On the earlier to occur of the Stated Maturity and
the Payment Date on which the Outstanding Note Balance of the Note will be
reduced to zero, the Collateral Agent shall withdraw all amounts on deposit in
the General Reserve Account and shall deposit such amounts in the Collection
Account for distribution in accordance with Section 3.4
hereof.

     

    
      
         


      

      
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    (c)           Special Reserve
Account.  The Noteholder and the Note Issuer hereby direct and
the Collateral Agent hereby agrees to cause to be established and maintained an
account (the “Special Reserve
Account”) for the benefit of the Noteholder.  On each Closing
Date or such other date on which advances under the Note are made if not a
Closing Date, the Collateral Agent shall deposit, from the proceeds of the
advance to the Note Issuer pursuant to the Note, an amount equal to the Special
Reserve Account Deposit; provided, that, no amount shall
be deposited in the Special Reserve Account with respect to Subsequent Timeshare
Loans, except as set forth below; and provided further that, in the
event that the Timeshare Loan Acquisition Price for Timeshare Loans (including,
Subsequent Timeshare Loans) is reduced as set forth in the definition of
“Timeshare Loan Acquisition Price,” an additional amount equal to the amount of
such reduction in the Timeshare Loan Acquisition Price shall be deposited in the
Special Reserve Account out of the advance made under the Note, the proceeds of
which were used to acquire such Timeshare Loans, or the funds available for
reinvestment, as applicable.  The Special Reserve Account shall
include a sub-account corresponding to each Collateral Measurement Pool (each a
“Special Reserve
Sub-Account”) and shall be funded with the Special Reserve Account
Deposit made with respect to Timeshare Loans included in such Collateral
Measurement Pool.  All references herein to the “Special Reserve
Account” shall include each Special Reserve Sub-Account.  The Special
Reserve Account shall be an Eligible Bank Account initially established at the
corporate trust department of the Collateral Agent, bearing the following
designation “Stratstone/Bluegreen Secured Income Fund, LLC — Special Reserve
Account,                          ,
as Collateral Agent for the benefit of the Noteholder”.  The
Collateral Agent on behalf of the Noteholder shall possess all right, title and
interest in all funds on deposit from time to time in the Special Reserve
Account and in all proceeds thereof.  The Special Reserve Account
shall be under the sole dominion and control of the Collateral Agent for the
benefit of the Noteholder.  If, at any time, the Special Reserve
Account ceases to be an Eligible Bank Account, the Collateral Agent shall within
two Business Days establish a new Special Reserve Account which shall be an
Eligible Bank Account, transfer any cash and/or any investments to such new
Special Reserve Account and from the date such new Special Reserve Account is
established, it shall be the “Special Reserve Account”.  Amounts on
deposit in the Special Reserve Account shall be invested in accordance with
Section 3.1
hereof.  Deposits to the Special Reserve Account shall be made in
accordance with Section 3.4
hereof.  Withdrawals and payments from the Special Reserve Account
shall be made in the following manner:

     

    (i)           Withdrawal Upon
Insufficiency of Funds in the General Reserve Account.  Subject
to Sections
3.2(c)(ii) and (iii) hereof, if on
any Payment Date, the funds on deposit in the General Reserve Account would be
insufficient to pay any portion of the applicable Interest Distribution Amount
and principal shortfall payment payable out of the General Reserve Account on
such Payment Date, the Collateral Agent shall, based on the Monthly Servicer
Report, withdraw from the Special Reserve Account an amount equal to the lesser
of such insufficiency and the amount on deposit in the Special Reserve Account
and deposit such amount in the Collection Account.  To the extent the
Special Reserve Account is needed to cover shortfalls pursuant to this
subsection (i), each Special Reserve Sub-Account should be drawn on a pro rata
basis.

     

    (ii)           Scheduled
Releases.  If the aggregate defaults on the Timeshare Loans are
less than the Default Levels determined in accordance with Schedule IV hereto,
the Collateral Agent shall withdraw from each Special Reserve Sub-Account (x) on
the first anniversary of the Pool Closing Date corresponding to such Special
Reserve Sub-Account, an amount no greater than 1/3 of the amount on deposit in
the relevant Special Reserve Sub-Account, (y) on the second anniversary of the
relevant Pool Closing Date, an amount no greater than 2/3 of the amount on
deposit in the relevant Special Reserve Sub-Account (calculated without
reduction for prior withdrawals under this subsection (ii)) and (z) on the
third anniversary of the relevant Pool Closing Date, then all remaining amounts
on deposit in the relevant Special Reserve Sub-Account, in each case to be paid
directly to the Certificate Distribution Account for distribution pursuant to
the Trust Agreement.  If the aggregate defaults on the Timeshare Loans
do not satisfy such gross cumulative default curve, the Collateral Agent shall
not withdraw funds from each Special Reserve Sub-Account.

     

    
      
         


      

      
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    (iii)         Partial Amortization Event;
Trigger Event or Event of Default.  Upon the occurrence of a
Partial Amortization Event (following the expiration of the Reinvestment Period
and during the continuance of a Suspension Event), a Trigger Event or an Event
of Default, the Collateral Agent shall withdraw all amounts on deposit in the
Special Reserve Account and shall deposit such amounts to the Collection Account
for distribution in accordance with Section 3.4
hereof.

     

    (iv)         Stated Maturity or Payment
in Full.  On the earlier to occur of the Stated Maturity and
the Payment Date on which the Outstanding Note Balance of the Note will be
reduced to zero, the Collateral Agent shall withdraw all amounts on deposit in
the Special Reserve Account and shall deposit such amounts in the Collection
Account for distribution in accordance with Section 3.4
hereof.

     

    (d)           Reinvestment
Account.  The Noteholder and the Note Issuer hereby direct and
the Collateral Agent hereby agrees to cause to be established and maintained an
account (the “Reinvestment
Account”) for the benefit of the Noteholder.  Pursuant to Section 2.2(d) and
3.4(xiv), the
Collateral Agent shall transfer funds from the Collection Account into the
Reinvestment Account to be applied to purchase Subsequent Timeshare Loans in
accordance with Section
4.2(a).  The Reinvestment Account shall be an Eligible Bank
Account initially established at the corporate trust department of the
Collateral Agent, bearing the following designation “Stratstone/Bluegreen
Secured Income Fund, LLC — Reinvestment Account,                          ,
as Collateral Agent for the benefit of the Noteholder”.  The
Collateral Agent on behalf of the Noteholder shall possess all right, title and
interest in all funds on deposit from time to time in the Reinvestment Account
and in all proceeds thereof.  The Reinvestment Account shall be under
the sole dominion and control of the Collateral Agent for the benefit of the
Noteholder.  If, at any time, the Reinvestment Account ceases to be an
Eligible Bank Account, the Collateral Agent shall within two Business Days
establish a new Reinvestment Account which shall be an Eligible Bank Account,
transfer any cash and/or any investments to such new Reinvestment Account and
from the date such new Reinvestment Account is established, it shall be the
“Reinvestment Account”.  Amounts on deposit in the Reinvestment
Account shall be invested in accordance with Section 3.1
hereof.  Deposits to the Reinvestment Account shall be made in
accordance with Section 3.4
hereof.  Withdrawals and payments from the Reinvestment Account shall
be made in the following manner:

     

    (i)           Withdrawals.  Subject
to Section 3.2(d)(ii)
hereof, if on any Transfer Date the Note Issuer purchases Subsequent Timeshare
Loans in accordance with Sections 3.4(a)(xiii)
and 4.2(a), the
Collateral Agent shall withdraw from the Reinvestment Account the amounts to be
applied to the purchase of such Subsequent Timeshare Loans and  the
Acquisition Fee payable to the Manager in connection with the acquisition of the
Subsequent Timeshare Loans and the related acquisition expenses.

     

    (ii)          Suspension Event; Withdrawal
from Reinvestment Account.  Upon the occurrence of a Suspension
Event or in the event that any amounts have been held in the Reinvestment
Account for more than 90 days (which date may be extended by 30 days by written
notice from the Depositor to the Noteholder and the Collateral Agent), the
Collateral Agent shall withdraw all amounts or such amount held more than 90
days, as applicable unless otherwise extended, on deposit in the Reinvestment
Account and shall deposit such amounts in the Collection Account for
distribution in accordance with Section 3.4
hereof.

     

    
      
         


      

      
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    (iii)         Stated Maturity or Payment
in Full.  On the earlier to occur of the Stated Maturity and
the Payment Date on which the Outstanding Note Balance of the Note will be
reduced to zero, or following the expiration or termination of the Reinvestment
Period, the Collateral Agent shall withdraw all amounts on deposit in the
Reinvestment Account and shall deposit such amounts in the Collection Account
for distribution in accordance with Section 3.4
hereof.

     

    (e)           Fee and Expense
Account.  The Noteholder and the Note Issuer hereby direct and
the Collateral Agent hereby agrees to cause to be established and maintained an
account (the “Fee and Expense
Account”) for the benefit of the Noteholder.  The Collateral
Agent shall deposit 15% of the proceeds of each advance under the Note (or the
balance, if any, remaining from 15% of the proceeds if the Noteholder has paid
fees and expense pursuant to Section 2.2(c)) to
the Fee and Expense Account to be applied to pay any remaining fees and expenses
set forth in Section
2.2(a)(i).  The Fee and Expense Account shall be an Eligible
Bank Account initially established at the corporate trust department of the
Collateral Agent, bearing the following designation “Stratstone/Bluegreen
Secured Income Fund, LLC Fee and Expense Account,                          ,
as Collateral Agent for the benefit of the Noteholder”.  The
Collateral Agent on behalf of the Noteholder shall possess all right, title and
interest in all funds on deposit from time to time in the Fee and Expense
Account and in all proceeds thereof.  The Fee and Expense Account
shall be under the sole dominion and control of the Collateral Agent for the
benefit of the Noteholder.  If, at any time, the Fee and Expense
Account ceases to be an Eligible Bank Account, the Collateral Agent shall within
two Business Days establish a new Fee and Expense Account which shall be an
Eligible Bank Account, transfer any cash and/or any investments to such new Fee
and Expense Account and from the date such new Fee and Expense Account is
established, it shall be the “Fee and Expense Account”.  Amounts on
deposit in the Fee and Expense Account shall be invested in accordance with
Section 3.1
hereof.  Deposits to the Fee and Expense Account shall be made in
accordance with Section 3.4
hereof.  Withdrawals and payments from the Fee and Expense Account
shall be made in the following manner:

     

    (i)           Withdrawals.  Subject
to Section 3.2(e)(ii)
hereof, on any date of an advance under the Note, the Collateral Agent shall
withdraw from the Fee and Expense Account an amount sufficient to pay fees and
expenses as set forth in Section
2.2(a)(i).  In the event that the funds on deposit in the Fee
and Expense Account are insufficient to pay for such fees and expenses, any
shortfall shall be carried forward and paid at such time as there are sufficient
funds in the Fee and Expense Account.

     

    (ii)          Stated Maturity or Payment
in Full.  Upon the earlier of (1) receipt of a statement
furnished by the Manager that no further payments pursuant to Section 2.2(a)(i)
will be made or (2) 90 days after the Final Closing Date (or if Timeshare Loans
are not sold by the Depositor to the Note Issuer on the Final Closing Date using
all of the remaining gross proceeds from the Offering, 90 days after the earlier
of the date the Timeshare Loans are sold to the Note Issuer or the Final Loan
Date, the Collateral Agent shall withdraw all amounts on deposit in the Fee and
Expense Account and shall deposit such amounts in the Collection Account for
distribution in accordance with Section 3.4
hereof.

     

    
      
         


      

      
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    SECTION
3.3        [Reserved.]

     

    SECTION
3.4        Payments from
Accounts.

     

    (a)           On
each Payment Date, to the extent of Available Funds and based on the Monthly
Servicer Report (which, with respect to in clause (vi) below,
shall be included by the Servicer in the Monthly Servicing Report based solely
on a written statement from the Manager as to the amount due and the Servicer
shall be under no obligation to verify such expenses or the reasonableness
thereof), the Collateral Agent shall withdraw funds from the Collection Account
to make the following payments and distributions to the following parties, and
following an Event of Default any money collected by the Collateral Agent in
respect of the Timeshare Loans Collateral and any other monies that may be held
thereafter by the Collateral Agent as security for the Note, including without
limitation amounts on deposit in the General Reserve Account and the Special
Reserve Account (to the extent required to pay principal and interest pursuant
to Section 3.2(c)
hereof), in the following order of priority:

     

    (i)           to
the Collateral Agent, the Collateral Agent Fee, plus any accrued and unpaid
Collateral Agent Fees with respect to prior Payment Dates, and any extraordinary
out-of-pocket expenses of the Collateral Agent (up to $_____ per Payment Date
and no more than a cumulative total of $____ for Servicer Termination Costs)
incurred and not reimbursed in connection with its obligations and duties under
the Note Purchase Agreement (unless an Event of Default has occurred and all of
the Timeshare Loans Collateral has been sold, in which case all accrued and
unpaid fees due to the Collateral Agent shall be paid to the Collateral
Agent);

     

    (ii)        
 to the Owner Trustee, the Owner Trustee Fee, plus accrued and unpaid Owner
Trustee Fees with respect to prior Payment Dates;

     

    (iii)         to
the Custodian, the Custodian Fee, plus any accrued and unpaid Custodian Fees
with respect to prior Payment Dates and any out-of-pocket expenses incurred by
the Custodian therewith;

     

    (iv)         to
the Lockbox Bank, the Lockbox Fee, plus any accrued and unpaid Lockbox Fees from
prior Payment Dates;

     

    (v)          to
the Manager, the Asset Management Fee, plus any such fees accrued and unpaid
from prior Payment Dates;

     

    (vi)         to
pay or reimburse the Manager for any reasonable operating expenses of the
Noteholder, including, without limitation, expenses of the Manager that are
reimbursable pursuant to the LLC Agreement of the Noteholder, expenses relating
to any obligation to indemnify the Manager and its affiliates;

     

    
      
         


      

      
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    (vii)        to
pay or reimburse Bluegreen for its out-of-pocket expenses in connection with
services performed on behalf of the Company at the Noteholder’s written request
in connection with the administration and operation of the Company; plus any
such expenses accrued and unpaid with respect to prior Payment
Dates;

     

    (viii)       to
the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with
respect to prior Payment Dates;

     

    (ix)          to
the Backup Servicer, the Backup Servicing Fee, plus any accrued and unpaid
Backup Servicing Fees with respect to prior Payment Dates (less any amounts
received from the Collateral Agent, as successor Servicer);

     

    (x)           to
the Administrator, the Administrator Fee, plus any accrued and unpaid
Administrator Fees with respect to prior Payment Dates;

     

    (xi)          to
the Noteholder, the applicable Interest Distribution Amount;

     

    (xii)         to
the Collateral Agent, any extraordinary out-of-pocket expenses of the Collateral
Agent not paid in accordance with (i) above;

     

    (xiii)        if
a Partial Amortization Event has occurred and is continuing (unless a Suspension
Event has occurred and is continuing), 15% of the proceeds from principal
payments on the Timeshare Loans, to make principal payments on the Note until
the Note is paid in full;

     

    (xiv)        unless
a Suspension Event has occurred and is continuing, through the fifth anniversary
of the Initial Closing Date, to the Reinvestment Account to be applied to
purchase Subsequent Timeshare Loans in accordance with, and subject to, the
conditions of Sections
4.2 and 4.3 and as described
under Subsequent Timeshare Loans and to pay the Acquisition Fee payable to the
Manager in connection with the acquisition of the Subsequent Timeshare
Loans;

     

    (xv)         after
the fifth anniversary of the Initial Closing Date, if a Trigger Event or Event
of Default has occurred and is continuing, or during the occurrence and
continuance of a Suspension Event, or if the conditions for purchase of
Subsequent Timeshare Loans under Sections 4.2 and
4.3 are not
met, to make principal payments to the Noteholder until the Note is paid in
full; and

     

    (xvi)        any
remaining Available Funds, to the Certificate Distribution Account for
distribution pursuant to the Trust Agreement.

     

    (b)           On
and after the Assumption Date, the Collateral Agent, as successor Servicer,
shall pay the Backup Servicing Fee from amounts received in respect of the
Servicing Fee.

     

    (c)           The
Collateral Agent shall make payments under Section 3.4(a)
strictly in accordance with, and in the priorities set forth in, the relevant
Monthly Servicer Report and shall be under no obligation to verify such amounts
or the reasonableness thereof.

     

    
      
        
        

      

      
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        SECTION
3.5        Reports to
Noteholder.

      

    

     

    On each
Payment Date, the Collateral Agent shall account to the Noteholder, the portion
of payments then being made which represents principal and the amount which
represents interest, and shall contemporaneously advise the Note Issuer of all
such payments.  The Collateral Agent may satisfy its obligations under
this Section 3.5 by
making available electronically the Monthly Servicer Report to Bluegreen, the
Noteholder, and the Note Issuer; provided, however, the
Collateral Agent shall have no obligation to provide such information described
in this Section 3.5
until it has received the requisite information from Bluegreen, the Note Issuer
or the Servicer.  On or before the fifth day prior to the final
Payment Date, the Collateral Agent shall send notice of such Payment Date to the
Noteholder.  Such notice shall include a statement that if such Note
is paid in full on the final Payment Date, interest shall cease to accrue as of
the day immediately preceding such final Payment Date.  In addition,
the Collateral Agent shall deliver to the Noteholder, all notices, compliance
reports and other certificates delivered by the Servicer or the Note Issuer
pursuant to this Note Purchase Agreement.  At the Noteholder’s
request, the Collateral Agent agrees to provide the Noteholder an accounting of
balances in the General Reserve Account and Special Reserve Account, if
any.

     

    The
Collateral Agent may make available to the Noteholder, via the Collateral
Agent’s internet website, the Monthly Servicer Report available each month and,
with the consent or at the direction of the Note Issuer, such other information
regarding the Note and/or the Timeshare Loans as the Collateral Agent may have
in its possession, but only with the use of a password provided by the
Collateral Agent or its agent to such Person upon receipt by the Collateral
Agent from such Person of a certification in the form of Exhibit D; provided, however, that the
Collateral Agent or its agent shall provide such password to the parties to this
Note Purchase Agreement without requiring such certification.  The
Collateral Agent will make no representation or warranties as to the accuracy or
completeness of such documents and will assume no responsibility
therefor.

     

    The
Collateral Agent’s internet website shall be specified by the Collateral Agent
from time to time in writing to the Note Issuer, the Servicer and the
Noteholder.  For assistance with this service, the Noteholder may call
the customer service desk at
        .  In connection with
providing access to the Collateral Agent’s internet website, the Collateral
Agent may require registration and the acceptance of a
disclaimer.  The Collateral Agent shall not be liable for the
dissemination of information in accordance with this Note Purchase
Agreement.

     

    The
Collateral Agent shall have the right to change the way Monthly Servicer Reports
are distributed in order to make such distribution more convenient and/or more
accessible to the above parties and the Collateral Agent shall provide timely
and adequate notification to all above parties regarding any such
changes.

     

    Annually
(and more often, if required by applicable law), the Collateral Agent shall
distribute to the Noteholder any Form 1099 or similar information returns
required by applicable tax law to be distributed to the
Noteholder.  The Paying Agent shall prepare or cause to be prepared
all such information for distribution by the Collateral Agent to the
Noteholder.

     

    
      
        
        

      

      
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          SECTION
3.6        [Reserved.]

        

      

    

     

    
      
        
          SECTION
3.7        Withholding
Taxes.

        

      

    

     

    The
Collateral Agent, on behalf of the Note Issuer, shall comply with all
requirements of the Code and applicable Treasury Regulations and applicable
state and local law with respect to the withholding from any payments made by it
to the Noteholder of any applicable withholding taxes imposed thereon and with
respect to any applicable reporting requirements in connection
therewith.

     

    ARTICLE
IV.

    THE
TIMESHARE LOANS COLLATERAL

     

    
      
        
          SECTION
4.1        Granting of Timeshare Loans
Collateral; Acceptance by Collateral
Agent.

        

      

    

     

    (a)           To
secure the payment of the principal of and interest on the Note in accordance
with its terms, the payment of all of the sums payable under this Note Purchase
Agreement and the performance of the covenants contained in this Note Purchase
Agreement, the Note Issuer hereby Grants to the Collateral Agent, for the
benefit of the Noteholder, all of the Note Issuer’s right, title and interest in
and to the following whether now owned or hereafter acquired and any and all
benefits accruing to the Note Issuer from, (i) the Initial Timeshare Loans
transferred on any Closing Date, (ii) any Subsequent Timeshare Loans,
(iii) any Qualified Substitute Timeshare Loans, (iv) the Receivables in
respect of each Timeshare Loan, (v) 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), (vi) all Related Security in respect of each Timeshare Loan, (vii)
all rights and remedies under the Bluegreen Purchase Agreement, the Depository
Agreement, the Sale Agreement, the Backup Servicing Agreement, the Lockbox
Agreement, the Administration Agreement, the Remarketing Agreement and the
Custodial Agreement, (viii) all amounts properly deposited in the Lockbox
Account, the Credit Card Account, the Reinvestment Account, the Collection
Account, the General Reserve Account and the Special Reserve Account and (ix)
proceeds of the foregoing (including, without limitation, all cash proceeds,
accounts, accounts receivable, notes, drafts, acceptances, chattel paper,
checks, deposit accounts, insurance proceeds (as applicable), condemnation
awards, rights to payment of any and every kind, and other forms of obligations
and receivables which at any time constitute all or part or are included in the
proceeds of any of the foregoing) (collectively, the “Timeshare Loans
Collateral”).  Notwithstanding the foregoing, the Timeshare
Loans Collateral shall not include (i) any Timeshare Loan released from the Lien
of this Note Purchase Agreement in accordance with the terms hereof and any
Related Security, Timeshare Loan Documents, income or proceeds related to such
released Timeshare Loan, (ii) any amount distributed pursuant to Section 3.4
hereof or (iii) any Misdirected Deposits.

     

    
      
        
        

      

      
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    (b)           Concurrently
with each advance under the Note, the Collateral Agent shall hereby acknowledge
and accept the conveyance by the Note Issuer of the assets constituting the
Timeshare Loans Collateral.  The parties hereto agree that the
conveyance by the Note Issuer of the Timeshare Loans Collateral to the
Collateral Agent, for the benefit of the Noteholder, is made to secure (i) the
payment of all amounts due on the Note in accordance with its terms, and (ii)
the payment of all other sums payable under the Note and this Note Purchase
Agreement.  In connection with the conveyance of the Timeshare Loans
Collateral to the Collateral Agent, the Note Issuer has delivered or has caused
the Depositor to deliver (i) to the Custodian, the Timeshare Loan Files and (ii)
to the Servicer, the Timeshare Loan Servicing Files, for each Initial Timeshare
Loan conveyed on the related Transfer Date.  With respect to each
Transfer Date and in accordance with the Custodial Agreement, the Note Issuer
will deliver or cause to be delivered (i) to the Custodian, the Timeshare Loan
Files, and (ii) to the Servicer, the Timeshare Loan Servicing Files, for each
Subsequent Timeshare Loan or Qualified Substitute Timeshare Loan to be conveyed
on such Transfer Date.

     

    (c)           The
Collateral Agent shall perform its duties under this Section 4.1 and
hereunder on behalf of the Timeshare Loans Collateral and for the benefit of the
Noteholder in accordance with the terms of this Note Purchase Agreement and
applicable law and, in each case, taking into account its other obligations
hereunder, but without regard to:

     

    (i)           any
relationship that the Collateral Agent or any Affiliate of the Collateral Agent
may have with an Obligor;

     

    (ii)           the
Collateral Agent’s right to receive compensation for its services hereunder or
with respect to any particular transaction; or

     

    (iii)           the
ownership, or holding in trust for others, by the Collateral Agent of any other
assets or property.

     

    
      
        
          SECTION
4.2        Subsequent Timeshare
Loans.

        

      

    

     

    (a)           To
the extent of Available Funds under Section 3.4(a)(xiv),
and subject to Sections 4.2(b) and
(c), on each
Transfer Date during the Reinvestment Period (unless a Suspension Event has
occurred and is continuing), subject to the satisfaction of the following
conditions and the requirements of Section 4.3
hereof, and in consideration of the Collateral Agent’s delivery on such Transfer
Date to or upon the order of the Depositor of the Timeshare Loan Acquisition
Price, (x) the Note Issuer shall apply (A)  100% of the amounts received as
principal and interest payments on the Timeshare Loans Collateral (after the
payment of the Interest Distribution Amount on the Note and other required
payments under Section 3.4(a)
hereof) and deposited in the Reinvestment Account and (B) the amount advanced to
the Note Issuer out of the proceeds from the Distribution Reimbursement Plan,
which will be deposited in the Reinvestment Account, to purchase Eligible
Timeshare Loans to be treated as Subsequent Timeshare Loans at the Timeshare
Loan Acquisition Price, to pay the Acquisition Fee payable to the Manager in
connection with the Acquisition of the Subsequent Timeshare Loans and the
related acquisition expenses and to make the deposit in the Special Reserve
Account of the amount, if any, by which the Timeshare Loan Acquisition Price has
been reduced in accordance with clause (x) of the definition of Timeshare Loan
Acquisition Price and (y) the Depositor shall sell, transfer, assign, set over
and otherwise convey without recourse to the Note Issuer, all right, title and
interest of the Depositor in and to each Subsequent Timeshare Loan and the
related Timeshare Loans Collateral pursuant to the Bluegreen Purchase Agreement
and the Note Issuer shall Grant such Subsequent Timeshare Loans to the
Collateral Agent for benefit of the Noteholder.  Prior to the
acceptance by the Collateral Agent of any Subsequent Timeshare Loan or the
release of any funds therefor, the following conditions must be satisfied on or
prior to the related Transfer Date:

     

    
      
        
        

      

      
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    (i)           
the Depositor shall have provided the Collateral Agent with a notice of a
subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer
Notice”), a form
of which is attached hereto as Exhibit G which
notice shall be given not less than five Business Days prior to such Transfer
Date;

     

    (ii)           no
Event of Default has occurred and is continuing and no such event would result
from the conveyance of such Subsequent Timeshare Loan to the Collateral
Agent;

     

    (iii)          the
Custodian shall have received the Timeshare Loan Files related to such
Subsequent Timeshare Loans and shall have given the Collateral Agent a written
certification and receipt in accordance with the Custodial
Agreement;

     

    (iv)          the
Servicer shall have received the Timeshare Loan Servicing Files related to such
Subsequent Timeshare Loans;

     

    (v)           the
Collateral Agent shall have received the certification required to be delivered
by the Depositor in Section 4.3
hereof;

     

    (vi)          no
Responsible Officer of the Collateral Agent has Knowledge or has actually
received notice that any conditions to such transfer (including the requirements
in Section 4.3
hereof) have not been fulfilled and the Collateral Agent shall have received
such other documents, opinions, certificates and instruments as the Collateral
Agent may request; and

     

    (vii)         the
Noteholder shall not have provided notice to the Depositor and the Collateral
Agent that the Manager of the Noteholder has terminated or suspended the
acquisition by the Note Issuer of Subsequent Timeshare Loans pursuant to Section   
of this Note Purchase Agreement unless such notice has been rescinded by the
Noteholder.

     

    (b)           Notwithstanding
the foregoing, if a Partial Amortization Event occurs and is continuing, the
amount to be applied under Section 4.2(a)
shall be reduced from 100% to 85% of the principal amount of the Timeshare Loans
otherwise available for reinvestment in Subsequent Timeshare Loans and 100% of
excess interest otherwise available for reinvestment (after the payment of the
Interest Distribution Amount on the Note and other required payments under Section 3.4(a)
hereof) will continue to be available for reinvestment.

     

    (c)           The
Reinvestment Period shall be suspended (i) on the occurrence and during the
continuance of a Trigger Event or an Event of Default; (ii) by the Manager (x)
at any time on not less than 120 days prior written notice or (y) on
20 days prior written notice, if there has been a material adverse change
in (i) the financial condition, results of operations or business prospects of
Bluegreen, (ii) the anticipated recovery value of the Timeshare Loans Collateral
or (iii) the prospects for collecting the Timeshare Loans made by Bluegreen
that, in any of the foregoing cases, individually or in the
aggregate, materially increases the likelihood that the principal
and interest on the Bluegreen note will not be paid in full; and (iii) if the
Depositor provides not less than 60 days prior written notice to the Note Issuer
and the Collateral Agent that it no longer has Timeshare Loans available for
sale until such time as the Depositor provides not less than 30 days prior
written notice that it has Timeshare Loans available for sale; it being
understood that upon the occurrence or continuation of a Suspension Event, no
advances of out of the proceeds under the Distribution Reinvestment Plan will be
made to the Note Issuer.

     

    
      
        
        

      

      
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    (d)           In
connection with the remarketing of Timeshare Loans by the Remarketing Agent
pursuant to the Remarketing Agreement, if the Remarketing Agent receives
consideration in the form of a cash down payment and a Timeshare Loan as
consideration for the Foreclosure Property that is remarketed, the Remarketing
Agent may, at its option, elect to transfer to the Note Issuer the Timeshare
Loan received in connection with the remarketing; provided that such
Timeshare Loan meets the requirements of a Qualified Substitute Timeshare Loan
and shall be deemed to be a Qualified Substitute Timeshare Loan. All
representations and warranties applicable to a Qualified Substitute Timeshare
Loan shall be deemed to apply to such Timeshare Loan.

     

    
      
        
          SECTION
4.3        Criteria for Timeshare
Loans.

        

      

    

     

    No
Timeshare Loan shall be accepted as part of the Timeshare Loans Collateral on
any Transfer Date unless the Collateral Agent shall have received a
certification from the Depositor that (i) the Depositor, as of such Transfer
Date, has restated each of the representations and warranties contained in Section 5(a) of
the Sale Agreement, (ii) each of the conditions in Section 2.2
above has been satisfied, (iii) the Eligibility Criteria have been met; and (iv)
with respect to each Timeshare Loan being conveyed on such Transfer Date (a)
such Timeshare Loan is an Eligible Timeshare Loan as of the Transfer Date, (b)
each Timeshare Loan was not selected by the Depositor in a manner that the
Depositor, in its reasonable business judgment, believes to be materially
adverse to the interests of the Noteholder; provided, that it is
acknowledged by the parties hereto that the certification in this clause (b) is
not intended and shall not be construed as a guaranty of the performance of such
Timeshare Loans, and that such Timeshare Loans may perform differently than
other timeshare loans originated by the related Originator or other Affiliates
of the related Seller, (c) each Timeshare Loan does not have a stated maturity
later than               ,
and (d) except as provided in Section 4.6(b) the
related Obligor has made at least one payment in respect of such Timeshare
Loan.

     

    
      
        
          SECTION
4.4        Grant of Security Interest;
Tax Treatment.

        

      

    

     

    (a)           The
conveyance by the Note Issuer of the Timeshare Loans to the Collateral Agent
shall not constitute and is not intended to result in an assumption by the
Collateral Agent or the Noteholder of any obligation of the Note Issuer or the
Servicer to the Obligors, the insurers under any insurance policies, or any
other Person in connection with the Timeshare Loans.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    (b)           It
is the intention of the parties hereto that, with respect to all taxes, the Note
will be treated as indebtedness of the Note Issuer to the Noteholder secured by
the Timeshare Loans (the “Intended Tax
Characterization”).  The provisions of this Note Purchase
Agreement shall be construed in furtherance of the Intended Tax
Characterization.  Each of the Note Issuer, the Servicer, the
Collateral Agent, the Club Trustee and the Backup Servicer by entering into this
Note Purchase Agreement, and the Noteholder by the purchase of the Note, agree
to report such transactions for purposes of all taxes in a manner consistent
with the Intended Tax Characterization, unless otherwise required by applicable
law.

     

    (c)           None
of the Note Issuer, the Servicer, the Club Trustee or the Backup Servicer shall
take any action inconsistent with the Collateral Agent’s interest in the
Timeshare Loans and shall indicate or shall cause to be indicated in its books
and records held on its behalf that each Timeshare Loan and the other Timeshare
Loans constituting the Timeshare Loans Collateral has been assigned to the
Collateral Agent on behalf of the Noteholder.

     

    
      
        
          SECTION
4.5        Further Action Evidencing
Assignments.

        

      

    

     

    (a)           The
Note Issuer and the Collateral Agent each agrees that, from time to time, it
will promptly execute and deliver all further instruments and documents, and
take all further action, that may be necessary or appropriate, or that the
Noteholder may reasonably request, in order to perfect, protect or more fully
evidence the security interest in the Timeshare Loans or to enable the
Collateral Agent to exercise or enforce any of its rights
hereunder.  Without limiting the generality of the foregoing, the Note
Issuer will, without the necessity of a request and upon the request of the
Noteholder or the Collateral Agent, execute and file or record (or cause to be
executed and filed or recorded) such Assignments of Mortgage, as applicable,
financing or continuation statements, or amendments thereto or assignments
thereof, and such other instruments or notices, as may be necessary or
appropriate to create and maintain in the Collateral Agent a first priority
perfected security interest, at all times, in the Timeshare Loans Collateral,
including, without limitation, recording and filing UCC-1 financing statements,
amendments or continuation statements prior to the effective date of any change
of the name, identity or structure or relocation of its chief executive office
or any change that would or could affect the perfection pursuant to any
financing statement or continuation statement or assignment previously filed or
make any UCC-1 or continuation statement previously filed pursuant to this Note
Purchase Agreement seriously misleading within the meaning of applicable
provisions of the UCC (and the Note Issuer shall give the Noteholder and the
Collateral Agent at least 30 Business Days prior notice of the expected
occurrence of any such circumstance).  The Note Issuer shall deliver
promptly to the Collateral Agent file-stamped copies of any such
filings.

     

    (b)           (i)
The Note Issuer hereby grants to each of the Servicer and the Collateral Agent a
power of attorney to execute, file and record all documents including, but not
limited to, Assignments of Mortgage, UCC-1 financing statements, amendments or
continuation statements, on behalf of the Note Issuer as may be necessary or
desirable to effectuate the foregoing and (ii) the Servicer hereby grants to the
Collateral Agent a power of attorney to execute, file and record all documents
on behalf of the Servicer as may be necessary or desirable to effectuate the
foregoing; provided, however, that such
grant shall not create a duty on the part of the Collateral Agent or the
Servicer to file, prepare, record or monitor, or any responsibility for the
contents or adequacy of, any such documents.

     

    
      
        
        

      

      
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          SECTION
4.6        Substitution and Repurchase
of Timeshare Loans.

        

      

    

     

    (a)           Mandatory Substitution and
Repurchase of Timeshare Loans for Breach of Representation or
Warranty.  If at any time, any party hereto obtains knowledge,
discovers, or is notified by any other party hereto, that any of the
representations and warranties of the Depositor in the Sale Agreement were
incorrect at the time such representations and warranties were made, then the
party discovering such defect, omission, or circumstance shall promptly notify
the other parties to this Note Purchase Agreement, the Depositor and the Club
Originator.  In the event any such representation or warranty of the
Depositor is incorrect and materially and adversely affects the value of a
Timeshare Loan or the interests of the Noteholder therein, then the Note Issuer
and the Collateral Agent shall require the Depositor or, pursuant to its rights
under the Sale Agreement, the Club Originator, within 30 days (or within 60
days, if the Depositor has commenced and is diligently pursuing such elimination
or cure during the 30 day period) after the date it is first notified of, or
otherwise obtains Knowledge of such breach, to eliminate or otherwise cure in
all material respects the circumstance or condition which has caused such
representation or warranty to be incorrect or either (x) if the breach relates
to a particular Timeshare Loan and is not cured in all material respects (such
Timeshare Loan, a “Defective
Timeshare Loan”) repurchase the Note
Issuer’s interest in such Defective Timeshare Loan at its Repurchase Price or
(y) in the case of a Defective Timeshare Loan only, provide one or more
Qualified Substitute Timeshare Loans to the Note Issuer and pay the Substitution
Shortfall Amounts to the Note Issuer if any.  The Collateral Agent is
hereby appointed attorney-in-fact, which appointment is coupled with an interest
and is therefore irrevocable, to act on behalf and in the name of the Note
Issuer to enforce the Depositor’s repurchase or substitution obligations if the
Depositor has not complied with its repurchase or substitution obligations under
the Sale Agreement within 30 days after the end of the aforementioned 30-day
period.

     

    (b)           Optional Purchase or
Substitution of Club Loans.  Pursuant to the Bluegreen Purchase
Agreement, with respect to any Original Club Loan, on any date, the Club
Originator, as designee of the Depositor, will (at its option), if the related
Obligor has elected to effect and the Club Originator has agreed to effect an
Upgrade, (i) pay to the Collection Account the Repurchase Price for such
Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare
Loans for such Original Club Loan and pay the related Substitution Shortfall
Amounts, if any; provided, however, that the
option to substitute one or more Qualified Substitute Timeshare Loans for an
Original Club Loan is limited on any date to (A) 20% of the Aggregate Closing
Date Collateral Balance, less (B) the Aggregate Loan Balances of Original Club
Loans previously substituted by the Club Originator pursuant to this Section 4.6(b) on
prior Transfer Dates.  The Club Originator, as designee of the
Depositor, shall deposit the related Repurchase Price and Substitution Shortfall
Amounts, if any, in the Collection Account as set forth in Section 4.6(d)
hereof.  The Note Issuer acknowledges that the Club Originator has
agreed to use best efforts to exercise its substitution option with respect to
Original Club Loans prior to exercise of its repurchase option, and to the
extent that the Club Originator shall elect to substitute Qualified Substitute
Timeshare Loans for an Original Club Loan, the Club Originator shall use best
efforts to cause each such Qualified Substitute Timeshare Loan to be, in the
following order of priority, (i) the Upgrade Club Loan related to such Original
Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club
Loan.  In the event that the Club Originator elects to substitute as
provided in clause (i) of the immediately preceding sentence, then Section 4.3(d) shall
not be applicable.

     

    
      
        
        

      

      
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    (c)           Optional Purchase or
Substitution of Defaulted Timeshare Loans.  Pursuant to the
Bluegreen Purchase Agreement, with respect to any Defaulted Timeshare Loans, on
any date, the Club Originator, as designee of the Depositor, shall have the
option, but not the obligation, to either (i) purchase the Defaulted Timeshare
Loan at the Repurchase Price for such Defaulted Timeshare Loan or (ii)
substitute one or more Qualified Substitute Timeshare Loans for such Defaulted
Timeshare Loan and pay the related Substitution Shortfall Amounts, if any; provided, however, that the
option to repurchase a Defaulted Timeshare Loan or to substitute one or more
Qualified Substitute Timeshare Loans for a Defaulted Timeshare Loan is limited
on any date to the Optional Purchase Limit and the Optional Substitution Limit,
respectively.  The Club Originator, as designee of the Depositor,
shall purchase or substitute Defaulted Timeshare Loans as provided herein and
the Club Originator shall deposit the related Repurchase Price and Substitution
Shortfall Amounts, if any, in the Collection Account as set forth in Section 4.6(d)
hereof.  The Club Originator may irrevocably waive the Club
Originator’s option to purchase or substitute a Defaulted Timeshare Loan by
delivering or causing to be delivered to the Collateral Agent a Waiver Letter in
the form of Exhibit
E attached hereto.

     

    (d)           Payment of Repurchase Prices
and Substitution Shortfall Amounts.  The Note Issuer and the
Collateral Agent shall direct that the Depositor 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
Collateral Agent on the Business Day prior to the Payment Date for deposit in
the Collection Account.

     

    (e)           Schedule of Timeshare
Loans.  The Note Issuer and Collateral Agent shall direct the
Depositor to provide or cause to be provided to the Collateral Agent on any date
on which a Timeshare Loan is purchased, repurchased or substituted with an
electronic supplement to the Schedule of Timeshare Loans reflecting the removal
and/or substitution of Timeshare Loans and subjecting any Qualified Substitute
Timeshare Loans to the provisions thereof.

     

    (f)           Officer’s
Certificate.  No substitution of a Timeshare Loan shall be
effective unless the Note Issuer and the Collateral Agent shall have received an
Officer’s Certificate from the Club Originator indicating that (i) the new
Timeshare Loan meets all the criteria of the definition of “Qualified Substitute
Timeshare Loan”, (ii) the Timeshare Loan Files for such Qualified Substitute
Timeshare Loan have been delivered to the Custodian or shall be delivered within
five Business Days, and (iii) the Timeshare Loan Servicing Files for such
Qualified Substitute Timeshare Loan have been delivered to the
Servicer.

     

    (g)           Qualified Substitute
Timeshare Loans.  Within five Business Days after a Transfer
Date, the Note Issuer and the Collateral Agent shall direct the Depositor to
deliver or cause the delivery of the Timeshare Loan Files of the related
Qualified Substitute Timeshare Loans to the Custodian in accordance with the
provisions of this Note Purchase Agreement and the Custodial
Agreement.

     

    
      SECTION
4.7        Release of
Lien.

    

     

    (a)           The
Note Issuer shall be entitled to obtain a release from the Lien of the Note
Purchase Agreement for any Timeshare Loan purchased, repurchased or substituted
under Section 4.6
hereof, upon satisfaction of each of the applicable provisions of Section 4.6
hereof, (ii) in the case of any purchase or repurchase, after a payment by the
Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in
the case of any substitution, after payment by the Depositor of the applicable
Substitution Shortfall Amounts, if any, pursuant to Section 4.6
hereof.

     

    
      
        
        

      

      
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    (b)           The
Note Issuer shall be entitled to obtain a release from the Lien of the Note
Purchase Agreement for any Timeshare Loan which has been paid in
full.

     

    (c)           In
connection with (a) and (b) above, the Note Issuer and Collateral Agent will
execute and deliver such releases, endorsements and assignments as are provided
to it by the Depositor, in each case, without recourse, representation or
warranty, as shall be necessary to vest in the Depositor or its designee, the
legal and beneficial ownership of each Timeshare Loan being released pursuant to
this Section 4.7.  The
Servicer shall deliver a Request for Release to the Custodian with respect to
the related Timeshare Loan Files and Timeshare Loan Servicing Files being
released pursuant to this Section 4.7, and
such files shall be transferred to the Depositor or its designee.

     

    SECTION
4.8        Appointment of Custodian and
Paying Agent.

     

    (a)           The
Collateral Agent may appoint a Custodian to hold all or a portion of the
Timeshare Loan Files as agent for the Collateral Agent.  Each
Custodian shall be a depository institution supervised and regulated by a
federal or state banking authority, shall have combined capital and surplus of
at least $100,000,000, shall be qualified to do business in the jurisdiction in
which it holds any Timeshare Loan File and shall not be the Note Issuer or an
Affiliate of the Note Issuer.  The initial Custodian shall be
     .  The Collateral Agent shall not be
responsible for paying the Custodian Fee or any other amounts owed to the
Custodian.

     

    (b)           The
Note Issuer hereby appoints the Collateral Agent as a Paying
Agent.  The Note Issuer may appoint other Paying Agents from time to
time.  Any such other Paying Agent shall be appointed by Note Issuer
Order with written notice thereof to the Collateral Agent.  Any Paying
Agent appointed by the Note Issuer shall be a Person who would be eligible to be
Collateral Agent hereunder as provided in Section 7.7
hereof.

     

    SECTION
4.9        Sale of Timeshare
Loans.

     

    The
parties hereto agree that none of the Timeshare Loans in the Timeshare Loans
Collateral may be sold or disposed of in any manner except as expressly provided
for herein.

     

    ARTICLE
V.

    SERVICING
OF TIMESHARE LOANS

     

    SECTION
5.1        Appointment of Servicer and
Backup Servicer; Servicing Standard.

     

    (a)           Subject
to the terms and conditions herein, the Note Issuer and the Collateral Agent
hereby appoint Bluegreen as the initial Servicer hereunder.  The
Servicer shall service and administer the Timeshare Loans and perform all of its
duties hereunder in accordance with the Servicing Standard.

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    


     

    (b)           Subject
to the terms and conditions herein and in the Backup Servicing Agreement, the
Note Issuer hereby appoints                          
to act as the initial Backup Servicer hereunder.  The Backup Servicer
shall service and administer the Timeshare Loans and perform all of its duties
hereunder and under the Backup Servicing Agreement in accordance with the
Servicing Standard.

     

    SECTION
5.2        Payments on the Timeshare
Loans.

     

    (a)           The
Servicer shall, in a manner consistent with the Servicing Standard, collect all
payments made under each Timeshare Loan and direct each applicable Obligor to
timely make all payments in respect of his or her Timeshare Loan to the Lockbox
Account maintained at the Lockbox Bank and, with respect to Credit Card
Timeshare Loans, direct the applicable credit card merchant services provider to
deposit all payments in respect of such Credit Card Timeshare Loans to the
Credit Card Account (net of any Servicer Credit Card Processing
Costs).

     

    (b)           Subject
to subsection (c) below, the Collateral Agent shall direct the Lockbox Bank
to remit all collections in respect of the Timeshare Loans on deposit in the
Lockbox Account (other than an amount equal to $________ that will remain in the
Lockbox Account for administrative purposes) to the Collection Account on each
Business Day via automated repetitive wire.

     

    (c)           Liquidation
Expenses shall be reimbursed as Additional Servicing Compensation to the
Servicer in accordance with Section 3.2(a)
hereof.  To the extent that the Servicer has received any Liquidation
Expenses as Additional Servicing Compensation and shall subsequently recover any
portion of such Liquidation Expenses from the related Obligor, the Servicer
shall deposit such amounts into the Collection Account in accordance with Section 5.3(a)(xiii)
hereof.

     

    (d)           The
Servicer agrees that to the extent it receives any amounts in respect of any
insurance policies which are not payable to the Obligor or otherwise necessary
for the intended use, or any other collections relating to the Timeshare Loans
Collateral, it shall deposit such amounts to the Collection Account within two
Business Days of receipt thereof (unless otherwise expressly provided
herein).

     

    SECTION
5.3        Duties and Responsibilities
of the Servicer.

     

    (a)           In
addition to any other customary services which the Servicer may perform or may
be required to perform hereunder, the Servicer shall perform or cause to be
performed through sub-servicers, the following servicing and collection
activities in accordance with the Servicing Standard:

     

    (i)           perform
standard accounting services and general record keeping services with respect to
the Timeshare Loans;

     

    (ii)           respond
to telephone or written inquiries of Obligors concerning the Timeshare
Loans;

     

    
      
        
        

      

      
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    (iii)           keep
Obligors informed of the proper place and method for making payment with respect
to the Timeshare Loans;

     

    (iv)           contact
Obligors to effect collections and to discourage delinquencies in the payment of
amounts owed under the Timeshare Loans and doing so by any lawful
means;

     

    (v)           report
tax information to Obligors and taxing authorities to the extent required by
law;

     

    (vi)           take
such other action as may be necessary or appropriate in the Servicer’s judgment
(which shall be consistent with the Servicing Standard) for the purpose of
collecting and transferring to the Collateral Agent for deposit into the
Collection Account all payments received by the Servicer or remitted to the
Lockbox Account or the Credit Card Account in respect of the Timeshare Loans
(except as otherwise expressly provided herein), and to carry out the duties and
obligations imposed upon the Servicer pursuant to the terms of this Note
Purchase Agreement;

     

    (vii)           arranging
for Liquidations of Timeshare Properties related to Defaulted Timeshare Loans
and the remarketing of such Timeshare Properties as provided in Section 5.3(a)(xiii)
hereof;

     

    (viii)         use
reasonable best efforts to enforce the purchase and substitution obligations of
the Club Originator under the Bluegreen Purchase Agreement with respect to
breaches of representations and warranties related to the Timeshare
Loans;

     

    (ix)           refrain
from modifying, waiving or amending the terms of any Timeshare Loan; provided, however, the Servicer
may modify, waive or amend a Timeshare Loan for which a default on such
Timeshare Loan has occurred or is imminent and such modification, amendment or
waiver will not (i) materially alter the interest rate on or the principal
balance of such Timeshare Loan, (ii) shorten the final maturity of, lengthen the
timing of payments of either principal or interest, or any other terms of, such
Timeshare Loan in any manner which would have a material adverse affect on the
Noteholder, (iii) adversely affect the Timeshare Property underlying such
Timeshare Loan or (iv) reduce materially the likelihood that payments of
interest and principal on such Timeshare Loan shall be made when due; provided, further, the Servicer
may grant a single extension of the final maturity of a Timeshare Loan if the
Servicer, in its reasonable discretion determines that (A) such Timeshare Loan
is in default or a default on such Timeshare Loan is likely to occur in the
foreseeable future and (B) the value of such Timeshare Loan will be enhanced by
such extension; provided, further, the Servicer
shall not be permitted to modify, waive or amend the terms of any Timeshare Loan
if the Loan Balance of all Timeshare Loans for which the Servicer has modified,
waived or amended the terms thereof at the time of such modification, waiver or
amendment exceeds 1.5% of the then Aggregate Closing Date Collateral
Balance;

     

    
      
        
        

      

      
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    (x)           work
with Obligors in connection with any transfer of ownership of a Timeshare
Property by an Obligor to another Person (to the extent permitted), whereby the
Servicer may, only if required by law, consent to the assumption by such Person
of the Timeshare Loan related to such Timeshare Property (to the extent
permitted); provided, however, in
connection with any such assumption, the rate of interest borne by, the maturity
date of, the principal amount of, the timing of payments of principal and
interest in respect of, and all other material terms of, the related Timeshare
Loan shall not be changed other than as permitted in (ix) above;

     

    (xi)           to
the extent that the Custodian Fees or the Lockbox Fees are, in the Servicer’s
reasonable business judgment, no longer commercially reasonable, use
commercially reasonable efforts to exercise its rights under the Custodial
Agreement or the Lockbox Agreement to replace the Custodian or Lockbox Bank, as
applicable.  Any such successor shall be reasonably acceptable to the
Collateral Agent and the Noteholder;

     

    (xii)           delivery
of such information and data to the Backup Servicer as is required under the
Backup Servicing Agreement;

     

    (xiii)                      in
the event that a Defaulted Timeshare Loan is not or cannot be released from the
Lien of the Note Purchase Agreement pursuant to Section 4.7
hereof, the Servicer shall, in accordance with the Servicing Standard and the
Collection Policy, promptly institute collection procedures, which may include,
but is not limited to, cancellation, termination or foreclosure proceedings or
obtaining a deed-in-lieu of foreclosure (each, a “Foreclosure
Property”).  Upon the Timeshare Property becoming a Foreclosure
Property, the Servicer shall cause the Remarketing Agent to promptly attempt to
remarket such Foreclosure Property in accordance with and pursuant to the
Remarketing Agreement.  The Remarketing Fees due under the Remarketing
Agreement shall constitute Liquidation Expenses and upon reimbursement to the
Servicer shall be paid by the Servicer to the Remarketing Agent. Prior to
taking any action with respect to a Defaulted Timeshare Loan pursuant to this
Section
5.3(a)(xiii) or Section 5.3(a)(vii)
which is not in compliance with the existing Servicing Standard, Credit and
Collection Policy, this Agreement and/or the Remarketing Agreement, the Servicer
shall provide written notice to the Noteholder.  The Servicer shall
not take any action not in compliance with such standards, policies and/or
agreements with respect to any of the Defaulted Timeshare Loans pursuant to
Section
5.3(a)(vii) or (xiii); provided that, if the
Servicer receives reasonable written instructions from the Noteholder as to the
action to be taken with respect to any of the Defaulted Timeshare Loans with
respect to the matters covered by Sections 5.3(a)(vii)
or (xiii), the
Servicer shall act in accordance with such reasonable written instructions;
provided, further, that nothing
herein shall restrict the Servicer from taking any actions permitted to be taken
by the Servicer pursuant to the proviso to Section 5.3(a)(ix).  At
the Noteholder's request, the Servicer shall consult with the Noteholder as to
the proposed course of action to be taken with respect to Defaulted Timeshare
Loans. At the
Noteholder's request, the Servicer shall consult with the Noteholder as to the
proposed course of action to be taken with respect to Defaulted Timeshare
Loans.

     

    (b)           The
Servicer may not sell any of the Foreclosure Property that is an asset of the
Timeshare Loans Collateral except for or as specifically permitted by this Note
Purchase Agreement.

     

    
      
        
        

      

      
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    (c)           The
Servicer shall, at least once each week, for each applicable Credit Card
Timeshare Loan, deposit to the Credit Card Account, the service charge imposed
by the applicable credit card merchant services provider for processing the
payment due from the Obligor (such amount, the “Servicer Credit Card Processing
Cost”) and shall immediately cause all amounts on deposit therein to be
transferred to the Lockbox Account.  With the written consent of the
Noteholder, the Collateral Agent shall cause the Lockbox Bank to restrict the
Servicer’s access and rights to the Credit Card Account, and shall instruct the
Collateral Agent to instruct the Lockbox Bank to sweep all amounts on deposit in
the Credit Card Account to be transferred to the Lockbox Account on a daily
basis.  The Servicer hereby agrees that if such direction is given by
the Noteholder, the Servicer shall not provide any contrary instruction to the
Lockbox Bank with respect to the Credit Card Account.

     

    (d)           For
so long as Bluegreen or any of its Affiliates controls the Resorts, the Servicer
shall use commercially reasonable best efforts to cause the Club Managing Entity
to maintain or cause to maintain the Resorts in good repair, working order and
condition (ordinary wear and tear excepted).

     

    (e)           For
so long as Bluegreen or any of its Affiliates controls the Resorts, the manager,
related management contract and master marketing and sale contract (if
applicable) for each Resort at all times shall be reasonably satisfactory to the
Noteholder.  For so long as Bluegreen or any of its Affiliates
controls the Timeshare Association for a Resort, and Bluegreen or an Affiliate
thereof is the manager, the related management contract and master marketing and
sale contract, if applicable, may be amended or modified in a manner that
reasonably may be determined to have a material adverse effect on the Noteholder
only with the prior written consent of the Noteholder, which consent shall not
be unreasonably withheld or delayed.

     

    (f)           In
the event any Lien (other than a Permitted Lien) attaches to any Timeshare Loan
or related collateral from any Person claiming from and through Bluegreen or one
of its Affiliates which materially adversely affects the Note Issuer’s interest
in such Timeshare Loan, Bluegreen shall, within the earlier to occur of ten
Business Days after such attachment or the respective lienholders’ action to
foreclose on such lien, either (i) cause such Lien to be released of record,
(ii) provide the Collateral Agent with a bond in accordance with the applicable
laws of the state in which the Timeshare Property is located, issued by a
corporate surety acceptable to the Collateral Agent, in an amount and in form
reasonably acceptable to the Collateral Agent or (iii) provide the Collateral
Agent with such other security as the Noteholder or the Collateral Agent may
reasonably require.

     

    (g)           The
Servicer shall:  (i) promptly notify the Noteholder and the Collateral
Agent of (A) any claim, action or proceeding which may be reasonably expected to
have a material adverse effect on the Timeshare Loans Collateral, or any
material part thereof, and (B) any action, suit, proceeding, order or injunction
of which Servicer becomes aware after the date hereof pending or threatened
against or affecting Servicer or any Affiliate which may be reasonably expected
to have a material adverse effect on the Timeshare Loans Collateral or the
Servicer’s ability to service the same; (ii) at the request of the Noteholder or
the Collateral Agent with respect to a claim or action or proceeding which
arises from or through the Servicer or one of its Affiliates, appear in and
defend, at Servicer’s expense, any such claim, action or proceeding which would
have a material adverse effect on the Timeshare Loans or the Servicer’s ability
to service the same; and (iii) comply in all respects, and shall cause all
Affiliates to comply in all respects, with the terms of any orders imposed on
such Person by any governmental authority the failure to comply with which would
have a material adverse effect on the Timeshare Loans or the Servicer’s ability
to service the same.

     

    
      
        
        

      

      
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    (h)           Except
as contemplated by the Transaction Documents, the Servicer shall not, and shall
not permit the Club Managing Entity to, encumber, pledge or otherwise grant a
Lien or security interest (a non-exclusive license to use the Reservation System
shall not be deemed an encumbrance, pledge or Lien or security interest) in and
to the Reservation System (including, without limitation, all hardware, software
and data in respect thereof) and furthermore agrees, and shall cause the Club
Managing Entity, to use commercially reasonable efforts to keep the Reservation
System operational, not to dispose of the same and to allow the Club the use of,
and access to, the Reservation System in accordance with the terms of the Club
Management Agreement.  Notwithstanding the foregoing, should the Club
Managing Entity determine that it is desirable to replace the existing hardware
and software related to the Reservation System, it will be allowed to enter into
a lease or finance arrangement in connection with the lease or purchase of such
hardware and software.

     

    (i)           The
Servicer shall comply in all material respects with the Collection Policy in
effect on the initial Transfer Date (or, as amended from time to time with the
consent of the Noteholder) and with the terms of the Timeshare
Loans.

     

    SECTION
5.4        Servicer Events of
Default.

     

    (a)           A
“Servicer Event of Default”
means, the occurrence and continuance of any of the following
events:

     

    (i)           any
failure by the Servicer to make any required payment, transfer or deposit when
due hereunder and the continuance of such default for a period of two Business
Days; provided,
however, that
the period within which the Servicer shall make any required payment, transfer
or deposit shall be extended to such longer period as is appropriate in the
event of a Force Majeure Delay, provided, further, that such
longer period shall not exceed seven Business Days;

     

    (ii)           any
failure by the Servicer to provide any required report within five Business Days
of when such report is required to be delivered hereunder; provided, however, that the
period within which the Servicer shall provide any report shall be extended to
such longer period as is appropriate in the event of a Force Majeure Delay,
provided, further, that such
longer period shall not exceed ten Business Days;

     

    (iii)           any
failure by the Servicer to observe or perform in any material respect any other
covenant or agreement which has a material adverse effect on the Noteholder and
such failure is not remedied within 30 days (or, if the Servicer shall have
provided evidence satisfactory to the Noteholder that such covenant cannot be
cured in the 30-day period and that it is diligently pursuing a cure, 60 days),
after the earlier of (x) the Servicer first acquiring Knowledge thereof and (y)
the Collateral Agent’s or the Noteholder’s giving written notice thereof to the
Servicer;

     

    
      
        
        

      

      
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    (iv)           any
representation or warranty made by the Servicer in this Note Purchase Agreement
shall prove to be incorrect in any material respect as of the time when the same
shall have been made, and such breach is not remedied within 30 days (or, if the
Servicer shall have provided evidence satisfactory to the Collateral Agent that
such breach cannot be cured in the 30-day period and that it is diligently
pursuing a cure, 60 days) after the earlier of (x) the Servicer first acquiring
Knowledge thereof and (y) the Collateral Agent’s or the Noteholder’s giving
written notice thereof to the Servicer;

     

    (v)           the
entry by a court having competent jurisdiction in respect of the Servicer of (i)
a decree or order for relief in respect of the Servicer in an involuntary case
or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law or (ii) a decree or order adjudging the
Servicer a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of or in respect
of the Servicer under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator, or other
similar official of the Servicer, or of any substantial part of its property, or
ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days;

     

    (vi)           the
commencement by the Servicer of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by either to the entry of a decree or order for relief
in respect of the Servicer in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator, or similar official of the Servicer or of any substantial part of
its property, or the making by it of an assignment for the benefit of creditors,
or the Servicer’s failure to pay its debts generally as they become due, or the
taking of corporate action by the Servicer in furtherance of any such action,
or

     

    (vii)           a
Trigger Event that remains uncured for three consecutive Due
Periods.

     

    If any
Servicer Event of Default shall have occurred and not been waived hereunder or
there shall have been a material default by the Servicer of a material
obligation of the Servicer for which (i) the Servicer has received written
notice of such default, (ii) such default has not been cured by the Servicer or
waived in writing and the period for cure has expired and (iii) such default
would result in a liability to the Servicer in excess of 5% of the Servicer’s
Equity at such time, the Collateral Agent may, and upon notice from Noteholder
shall, terminate, on behalf of the Noteholder, by notice in writing to the
Servicer, all of the rights and obligations of the Servicer, as Servicer under
this Note Purchase Agreement.  The Collateral Agent shall immediately
give written notice of such termination to the Backup Servicer.

     

    
      
        
        

      

      
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    Unless
consented to by the Noteholder, the Note Issuer may not waive any Servicer Event
of Default.

     

    (b)           Replacement of
Servicer.  From and after the receipt by the Servicer of such
written termination notice or the resignation of the Servicer pursuant to Section 5.10
hereof, all authority and power of the Servicer under this Note Purchase
Agreement, whether with respect to the Timeshare Loans or otherwise, shall, pass
to and be vested in the Collateral Agent, and the Collateral Agent shall be the
successor Servicer hereunder and the duties and obligations of the Servicer
shall terminate.  The Servicer shall perform such actions as are
reasonably necessary to assist the Collateral Agent and the Backup Servicer in
such transfer.  If the Servicer fails to undertake such action as is
reasonably necessary to effectuate such a transfer, the Collateral Agent is
hereby authorized and empowered to execute and deliver, on behalf of and at the
expense of the Servicer, as attorney-in-fact or otherwise, any and all documents
and other instruments, and to do or accomplish all other acts or things
reasonably necessary to effect the purposes of such notice of
termination.  The Servicer agrees that if it is terminated pursuant to
this Section 5.4, it
shall promptly (and, in any event, no later than five Business Days subsequent
to its receipt of the notice of termination from the Collateral Agent) provide
the Collateral Agent, the Backup Servicer or their respective designees (with
reasonable costs being borne by the Servicer) with all documents and records
(including, without limitation, those in electronic form) reasonably requested
by it to enable the Collateral Agent to assume the Servicer’s functions
hereunder and for the Backup Servicer to assume the functions required by the
Backup Servicing Agreement, and the Servicer shall cooperate with the Collateral
Agent in effecting the termination of the Servicer’s responsibilities and rights
hereunder and the assumption by a successor of the Servicer’s obligations
hereunder, including, without limitation, the transfer within one Business Day
to the Collateral Agent or its designee for administration by it of all cash
amounts which shall at the time or thereafter received by it with respect to the
Timeshare Loans (provided, however, that the
Servicer shall continue to be entitled to receive all amounts accrued or owing
to it under this Note Purchase Agreement on or prior to the date of such
termination).  The Collateral Agent shall be entitled to renegotiate
the Servicing Fee; provided, however, no change to
the Servicing Fee may be made unless the Collateral Agent shall have received
the written consent of the Noteholder.  Notwithstanding anything
herein to the contrary, in no event shall the Collateral Agent or Bluegreen be
liable for any Servicing Fee or for any differential in the amount of the
Servicing Fee paid hereunder and the amount necessary to induce any successor
Servicer to assume the obligations of Servicer under this Note Purchase
Agreement.

     

    The
Collateral Agent shall be entitled to be reimbursed by the Servicer, (or by the
Timeshare Loans Collateral to the extent set forth in Section 3.4(a)(i)
hereof) if the Servicer is unable to fulfill its obligations hereunder for all
Servicer Termination Costs.

     

    The
successor Servicer shall have (i) no liability with respect to any obligation
which was required to be performed by the terminated Servicer prior to the date
that the successor Servicer becomes the Servicer or any claim of a third party
based on any alleged action or inaction of the terminated Servicer, (ii) no
obligation to perform any repurchase obligations, if any, of the Servicer, (iii)
no obligation to pay any taxes required to be paid by the Servicer, (iv) no
obligation to pay any of the fees and expenses of any other party involved in
this transaction that were incurred by the prior Servicer and (v) no liability
or obligation with respect to any Servicer indemnification obligations of any
prior Servicer including the original Servicer.

     

    
      
        
        

      

      
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    Notwithstanding
anything contained in the Note Purchase Agreement to the contrary, any successor
Servicer is authorized to accept and rely on all of the accounting, records
(including computer records) and work of the prior Servicer relating to the
Timeshare Loans (collectively, the “Predecessor Servicer Work
Product”), without any audit or
other examination thereof, and such successor Servicer shall have no duty,
responsibility, obligation or liability for the acts and omissions of the prior
Servicer.  If any error, inaccuracy, omission or incorrect or
nonstandard practice or procedure (collectively, “Errors”) exist in any
Predecessor Servicer Work Product and such Errors make it materially more
difficult to service or should cause or materially contribute to the successor
Servicer making or continuing any Errors (collectively, “Continued Errors”), the
successor Servicer shall have no duty, responsibility, obligation or liability
for such Continued Errors; provided, however, that each successor Servicer shall
agree to use its best efforts to prevent further Continued Errors.  In
the event that the successor Servicer becomes aware of Errors or Continued
Errors, the successor Servicer shall, with the prior consent of the Collateral
Agent, use its best efforts to reconstruct and reconcile such data as is
commercially reasonable to correct such Errors and Continued Errors and to
prevent future Continued Errors and to recover its costs thereby.

     

    The
Collateral Agent may appoint an Affiliate as the successor Servicer and the
provisions of this Section 5.4(b)
related to the Collateral Agent shall apply to such Affiliate.

     

    (c)           Any
successor Servicer, including the Collateral Agent, shall not be deemed to be in
default or to have breached its duties as successor Servicer hereunder if the
predecessor Servicer shall fail to deliver any required deposit to the
Collection Account or otherwise fail to cooperate with, or take any actions
required by such successor Servicer related to the transfer of servicing
hereunder.

     

    SECTION
5.5        Accountings:  Statements
and Reports.

     

    (a)           Monthly Servicer
Report.  Not later than two Business Days prior to the Payment
Date, the Servicer shall deliver to the Note Issuer, the Collateral Agent, and
the Noteholder, a report (the “Monthly Servicer Report”)
substantially in the form of Exhibit B hereto,
detailing certain activity relating to the Timeshare Loans.  The
Monthly Servicer Report shall be completed with the information specified
therein for the related Due Period and shall contain such other information as
may be reasonably requested by the Note Issuer, the Collateral Agent or the
Noteholder in writing at least five Business Days prior to such Determination
Date.  Each such Monthly Servicer Report shall be accompanied by an
Officer’s Certificate of the Servicer in the form of Exhibit C hereto,
certifying the accuracy of the computations reflected in such Monthly Servicer
Report.

     

    
      
        
        

      

      
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    (b)           Certification as to
Compliance.  The Servicer shall deliver to the Note Issuer, the
Collateral Agent and the Noteholder, an Officer’s Certificate on or before June
30 of each year commencing in 2011: (x) to the effect that a review of the
activities of the Servicer during the preceding calendar year, and of its
performance under this Note Purchase Agreement during such period has been made
under the supervision of the officer executing such Officer’s Certificate with a
view to determining whether during such period, to the best of such officer’s
knowledge, the Servicer had performed and observed all of its obligations under
this Note Purchase Agreement, and (y) either (A) stating that based on such
review, no Servicer Event of Default is known to have occurred and is
continuing, or (B) if such a Servicer Event of Default is known to have occurred
and is continuing, specifying such Servicer Event of Default and the nature and
status thereof.

     

    (c)           Annual Accountants’
Reports.  On or before June 30 of each year commencing in 2011,
the Servicer shall (i) cause a firm of independent public accountants to furnish
a certificate or statement (and the Servicer shall provide a copy of such
certificate or statement to the Noteholder, the Note Issuer and the Collateral
Agent, to the effect that (1) such firm has examined and audited the Servicer’s
servicing controls and procedures for the previous calendar year and that such
independent public accountants have examined certain documents and records
(including computer records) and servicing procedures of the Servicer relating
to the Timeshare Loans, (2) they have examined the most recent Monthly Servicer
Report prepared by the Servicer and three other Monthly Servicer Reports chosen
at random by such firm and compared such Monthly Servicer Reports with the
information contained in such documents and records, (3) their examination
included such tests and procedures as they considered necessary in the
circumstances, (4) their examinations and comparisons described under clauses
(1) and (2) above disclosed no exceptions which, in their opinion, were
material, relating to such Timeshare Loans or such Monthly Servicer Reports, or,
if any such exceptions were disclosed thereby, setting forth such exceptions
which, in their opinion, were material and (5) on the basis of such examinations
and comparisons, such firm is of the opinion that the Servicer has, during the
relevant period, serviced the Timeshare Loans in compliance with this Note
Purchase Agreement and the other Transaction Documents in all material respects
and that such documents and records have been maintained in accordance with this
Note Purchase Agreement and the other Transaction Documents in all material
respects, except in each case for (A) such exceptions as such firm shall believe
to be immaterial and (B) such other exceptions as shall be set forth in such
written report.  The report will also indicate that such firm is
independent of the Servicer within the meaning of the Code of Professional
Ethics of the American Institute of Certified Public Accountants.  In
the event such independent public accountants require the Collateral Agent to
agree to the procedures to be performed by such firm in any of the reports
required to be prepared pursuant to this Section 5.5(c),
the Servicer shall direct the Collateral Agent in writing to so agree; it being
understood and agreed that the Collateral Agent will deliver such letter of
agreement in conclusive reliance upon the direction of the Servicer, and the
Collateral Agent has not made any independent inquiry or investigation as to,
and shall have no obligation or liability in respect of, the sufficiency,
validity or correctness of such procedures.

     

    (d)           Report on Proceedings and
Servicer Event of Default.  (i) Promptly upon a Responsible
Officer of the Servicer’s obtaining Knowledge of any proposed or pending
investigation of it by any Governmental Authority or any court or administrative
proceeding which involves or is reasonably likely to have a material and adverse
effect affecting the properties, business, prospects, profits or conditions
(financial or otherwise) of the Servicer and its subsidiaries, as a whole, the
Servicer shall send written notice specifying the nature of such investigation
or proceeding and what action the Servicer is taking or proposes to take with
respect thereto and evaluating its merits, or (ii) immediately upon obtaining
Knowledge of the existence of any condition or event which constitutes a
Servicer Event of Default, the Servicer shall send written notice to the Note
Issuer, the Collateral Agent and the Noteholder describing its nature and period
of existence and what action the Servicer is taking or proposes to take with
respect thereto.  The Note Issuer, the Collateral Agent and the
Noteholder acknowledge that if any condition or event referred to in clause (i)
above has been disclosed in the Servicer’s periodic filings with the Securities
and Exchange Commission on a timely basis, that such disclosure will satisfy the
requirements of clause (i) above.

     

    
      
        
        

      

      
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    SECTION
5.6        Records.

     

    The
Servicer shall maintain all data for which it is responsible (including, without
limitation, computerized tapes or disks) relating directly to or maintained in
connection with the servicing of the Timeshare Loans (which data and records
shall be clearly marked to reflect that the Timeshare Loans have been Granted to
the Collateral Agent on behalf of the Noteholder and constitute property of the
Timeshare Loans Collateral) at the address specified in Section 13.3
hereof or, upon 15 days’ notice to the Note Issuer and the Collateral Agent, at
such other place where any Servicing Officer of the Servicer is located (or upon
24 hours’ written notice if an Event of Default or Servicer Event of Default
shall have occurred).

     

    SECTION
5.7        Fidelity Bond and Errors and
Omissions Insurance.

     

    The
Servicer shall maintain or cause to be maintained fidelity bond and errors and
omissions insurance with respect to the Servicer in such form and in amounts as
is customary for institutions acting as custodian of funds in respect of
timeshare loans or receivables on behalf of institutional investors; provided
that such insurance shall be in a minimum amount of $1,000,000 per policy and
shall name the Collateral Agent as Certificateholder.  No provision of
this Section 5.7
requiring such fidelity bond or errors and omissions insurance shall diminish or
relieve the Servicer from its duties and obligations as set forth in this Note
Purchase Agreement.  The Servicer shall be deemed to have complied
with this provision if one of its respective Affiliates has such fidelity bond
or errors and omissions insurance coverage and, by the terms of such fidelity
bond or errors and omissions insurance policy, the coverage afforded thereunder
extends to the Servicer.  Upon a request of the Collateral Agent, the
Servicer shall deliver to the Collateral Agent, a certification evidencing
coverage under such fidelity bond and the errors and omissions
insurance.  Any such fidelity bond or errors and omissions insurance
policy shall not be canceled or modified in a materially adverse manner without
ten Business Days’ prior written notice to the Collateral Agent, provided, that the
Servicer agrees to use commercially reasonable efforts to require the applicable
insurer to provide (or to endeavor to provide) ten days’ prior written notice of
any cancellation or modification initiated by such insurer.

     

    SECTION
5.8        Merger or Consolidation of
the Servicer.

     

    (a)           The
Servicer shall promptly provide written notice to the Collateral Agent and the
Noteholder of any merger or consolidation of the Servicer.  The
Servicer shall keep in full effect its existence, rights and franchise as a
corporation under the laws of the state of its incorporation except as permitted
herein, and shall obtain and preserve its qualification to do business as a
foreign corporation in each jurisdiction in which such qualification is or shall
be necessary to protect the validity and enforceability of this Note Purchase
Agreement or any of the Timeshare Loans and to perform its duties under this
Note Purchase Agreement.

     

    
      
        
        

      

      
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    (b)           Any
Person into which the Servicer may be merged or consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Servicer
shall be a party, or any Person succeeding to the business of the Servicer,
shall be the successor of the Servicer hereunder, without the execution or
filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however,
that the successor or surviving Person (i) is a company whose business includes
the servicing of assets similar to the Timeshare Loans or is an Affiliate of the
Manager of the Noteholder and shall be authorized to lawfully transact business
in the state or states in which the related Timeshare Properties it is to
service are situated; (ii) is a U.S. Person, and (iii) delivers to the
Collateral Agent (A) an agreement, in form and substance reasonably satisfactory
to the Collateral Agent, which contains an assumption by such successor entity
of the due and punctual performance and observance of each covenant and
condition to be performed or observed by the Servicer under this Note Purchase
Agreement and the other Transaction Documents to which the Servicer is a party
and (B) an opinion of counsel as to the enforceability of such
agreement.

     

    SECTION
5.9        Sub-Servicing.

     

    (a)           The
Servicer may enter into one or more sub-servicing agreements with a sub-servicer
with the consent of the Noteholder not to be unreasonably withheld (it being
acknowledged by the parties hereto that the Noteholder has given its consent to
the Backup Servicing Agreement).  References herein to actions taken
or to be taken by the Servicer in servicing the Timeshare Loans include actions
taken or to be taken by a sub-servicer on behalf of the Servicer.  Any
sub-servicing agreement will be upon such terms and conditions as the Servicer
may reasonably agree and as are not inconsistent with this Note Purchase
Agreement.  The Servicer shall be solely responsible for any
sub-servicing fees due and payable to such sub-servicer.

     

    (b)           Notwithstanding
any sub-servicing agreement, the Servicer shall remain obligated and liable for
the servicing and administering of the Timeshare Loans in accordance with this
Note Purchase Agreement, without diminution of such obligation or liability by
virtue of such sub-servicing agreement, and to the same extent and under the
same terms and conditions as if the Servicer alone were servicing and
administering the Timeshare Loans.

     

    SECTION
5.10      Servicer
Resignation.

     

    The
Servicer shall not resign from the duties and obligations hereby imposed on it
under this Note Purchase Agreement unless and until (i) a successor servicer,
acceptable to the Note Issuer, the Collateral Agent and the Noteholder enters
into an agreement in form and substance satisfactory to the Collateral Agent and
the Noteholder, which contains an assumption by such successor servicer of the
due and punctual performance and observance of each covenant and condition to be
performed or observed by the Servicer under this Note Purchase Agreement from
and after the date of assumption and (ii) the Note Issuer, the Collateral Agent
and Noteholder consents to the assumption of the duties, obligations and
liabilities of this Note Purchase Agreement by such successor
Servicer.  Upon such resignation, the Servicer shall comply with Section 5.4(b)
hereof.

     

    
      
        
        

      

      
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    Except as
provided in the immediately preceding paragraph or elsewhere in this Note
Purchase Agreement, or as provided with respect to the survival of
indemnifications herein, the duties and obligations of a Servicer under this
Note Purchase Agreement shall continue until this Note Purchase Agreement shall
have been terminated as provided herein.  The duties and obligations
of a Servicer hereunder shall survive the exercise by the Collateral Agent of
any right or remedy under this Note Purchase Agreement or the enforcement by the
Collateral Agent of any provision of this Note Purchase Agreement.

     

    SECTION
5.11      Fees and
Expenses.

     

    As
compensation for the performance of its obligations under this Note Purchase
Agreement, the Servicer shall be entitled to receive on each Payment Date, from
amounts on deposit in the Collection Account and in the priorities described in
Section 3.4
hereof, the Servicing Fee and any Additional Servicing
Compensation.  Other than Liquidation Expenses, the Servicer shall pay
all expenses incurred by it in connection with its servicing activities
hereunder.

     

    SECTION
5.12      Access to Certain
Documentation.

     

    Upon ten
Business Days’ prior written notice (or, one Business Day’s prior written notice
after the occurrence and during the continuance of an Event of Default or a
Servicer Event of Default), the Servicer will, from time to time during regular
business hours, as requested by the Note Issuer, the Collateral Agent or the
Noteholder and, prior to the occurrence of a Servicer Event of Default, at the
expense of the Note Issuer and upon the occurrence and continuance of a Servicer
Event of Default, at the expense of the Servicer, permit the Note Issuer, the
Collateral Agent or the Noteholder or its agents or representatives (i) to
examine and make copies of and abstracts from all books, records and documents
(including, without limitation, computer tapes and disks) in the possession or
under the control of the Servicer relating to the servicing of the Timeshare
Loans serviced by it and (ii) to visit the offices and properties of the
Servicer for the purpose of examining such materials described in clause
(i) above, and to discuss matters relating to the Timeshare Loans with any
of the officers, employees or accountants of the Servicer having knowledge of
such matters.  Nothing in this Section 5.12
shall affect the obligation of the Servicer to observe any applicable law
prohibiting disclosure of information regarding the Obligors, and the failure of
the Servicer to provide access to information as a result of such obligation
shall not constitute a breach of this Section 5.12.  The
Servicer may require the Note Issuer, the Collateral Agent or the Noteholder or
its agents or representatives to execute certain agreements in order to comply
with applicable privacy laws.

     

    SECTION
5.13      No
Offset.

     

    Prior to
the termination of this Note Purchase Agreement, the obligations of Servicer
under this Note Purchase Agreement shall not be subject to any defense,
counterclaim or right of offset which the Servicer has or may have against the
Note Issuer, the Collateral Agent or the Noteholder, whether in respect of this
Note Purchase Agreement, any Timeshare Loan or otherwise.

     

    
      
        
        

      

      
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    SECTION
5.14      Account
Statements.

     

    In
connection with the Servicer’s preparation of the Monthly Servicer Reports, the
Collateral Agent agrees to deliver to the Servicer a monthly statement providing
account balances of each of the Accounts.

     

    SECTION
5.15      Indemnification:  Third
Party Claim.

     

    The
Servicer agrees to indemnify the Note Issuer, the Collateral Agent and the
Noteholder from and against any and all actual damages (excluding economic
losses related to the collectibility of any Timeshare Loan), claims, reasonable
attorneys’ fees and related costs, judgments, and any other costs, fees and
expenses that each may sustain because of the failure of the Servicer to service
the Timeshare Loans in accordance with the Servicing Standard or otherwise
perform its obligations and duties hereunder in compliance with the terms of
this Note Purchase Agreement, or because of any act or omission by the Servicer
due to its negligence or willful misconduct in connection with its maintenance
and custody of any funds, documents and records under this Note Purchase
Agreement, or its release thereof except as contemplated by this Note Purchase
Agreement.  The Servicer shall immediately notify the Note Issuer and
the Collateral Agent if it has Knowledge of a claim made by a third party with
respect to the Timeshare Loans, and, if such claim relates to the servicing of
the Timeshare Loans by the Servicer, the Servicer shall assume, with the consent
of the Collateral Agent, the defense of any such claim and pay all expenses in
connection therewith, including reasonable counsel fees, and promptly pay,
discharge and satisfy any judgment or decree which may be entered against
it.  This Section 5.15
shall survive the termination of this Note Purchase Agreement or the resignation
or removal of the Servicer hereunder.

     

    SECTION
5.16      Backup
Servicer.

     

    (a)           Backup Servicing
Agreement.  The Note Issuer, the Noteholder, the Collateral
Agent, the Servicer, the Depositor and the Backup Servicer hereby agree to
execute the Backup Servicing Agreement.  The Backup Servicer shall be
responsible for each of the duties and obligations imposed upon it by the
provisions of the Backup Servicing Agreement and shall have no duties or
obligations under any Transaction Document to which it is not a
party.

     

    (b)           Termination of Servicer;
Cooperation.  In the event that the Servicer is terminated or
resigns in accordance with the terms of this Note Purchase Agreement, the Backup
Servicer agrees to continue to perform its duties and obligations hereunder and
in the Backup Servicing Agreement without interruption.  The Backup
Servicer agrees to cooperate in good faith with any successor Servicer to effect
a transition of the servicing obligations by the Servicer to any successor
Servicer.  The Collateral Agent agrees to provide such information
regarding the Accounts as the Backup Servicer shall require to produce the
Monthly Servicer Report on and after the Assumption Date.

     

    
      
        
        

      

      
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    (c)           Backup Servicer Duties After
Assumption Date.  In the event that the Servicer is terminated
or resigns in accordance with this Note Purchase Agreement, the Backup Servicer
agrees that it shall undertake those servicing duties and obligations as set
forth in and subject to Section 2 and
Schedule V of
the Backup Servicing Agreement.  Notwithstanding Section 5.9
hereof, so long as _________ is the Backup Servicer, the Collateral Agent, as
successor Servicer, will not be obligated or liable for the servicing and
administration activities to the extent that the Backup Servicer is responsible
for such activities under the Backup Servicing Agreement.

     

    (d)           Backup Servicing
Fee.  Prior to the Assumption Date, the Backup Servicer shall
receive its Backup Servicing Fee in accordance with Section 3.4
hereof.  On and after the Assumption Date, the Collateral Agent, as
successor Servicer, will be obligated to distribute the Backup Servicing Fee to
the Backup Servicer from amounts received by the Collateral Agent in respect of
the Servicing Fee.

     

    (e)           Termination of Backup
Servicer.  Notwithstanding anything to the contrary herein, the
Collateral Agent shall have the right to remove the Backup Servicer with or
without cause at any time and replace the Backup Servicer pursuant to the
provisions of the Backup Servicing Agreement.  In the event that the
Collateral Agent shall exercise its rights to remove and replace                          
as Backup Servicer or                          
shall have terminated the Backup Servicing Agreement in accordance with the
terms thereof,                          
shall have no further obligation to perform the duties of the Backup Servicer
under this Note Purchase Agreement.  In the event of a termination of
the Backup Servicing Agreement, the Collateral Agent shall appoint a successor
Backup Servicer reasonably acceptable to the Collateral Agent.  Upon
the termination or resignation of the Backup Servicer, the Collateral Agent
shall be deemed to represent, warrant and covenant that it will service or
engage a subservicer to perform each of the servicing duties and
responsibilities described in this Note Purchase Agreement.

     

    SECTION
5.17      Aruba
Notices.  Within 30 days of each Transfer Date (with respect to
the Initial Timeshare Loans that are Aruba Club Loans) and the related Transfer
Date (with respect to a Subsequent Timeshare Loan or Qualified Substitute
Timeshare Loan that is an Aruba Club Loan), the Servicer shall confirm that
notices have been mailed out to each related Obligor that such Timeshare Loan
has ultimately been transferred and assigned to the Note Issuer and pledged to
the Collateral Agent for the benefit of the Noteholder.  Such notice
may include any notice or notices that the Aruba Originator’s predecessors in
title to the Timeshare Loan may give to the same Obligor with respect to any
transfers and assignments of the Timeshare Loan by such
predecessors.  Such notice shall be in the form attached hereto as
Exhibit H as
the same may be amended, revised or substituted by the Collateral Agent and the
Servicer from time to time.

     

    SECTION
5.18      Recordation.  Other
than with respect to the Aruba Loans, as soon as practicable after each Transfer
Date but in no event later than ten Business Days after receipt by the Servicer
of the original Mortgage, the Servicer shall cause the Assignment of Mortgage in
respect of each Timeshare Loan to be sent for recording to the appropriate
offices.  The Servicer agrees to cause all evidences of recordation to
be delivered to the Custodian to be held as part of the Timeshare Loan
Files.

     

    
      
        
        

      

      
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    ARTICLE
VI.

    EVENTS OF
DEFAULT; REMEDIES

     

    SECTION
6.1        Events of
Default.

     

    “Event of Default” wherever
used herein with respect to Note, means any one of the following
events:

     

    (a)           a
default in the making of Interest Distribution Amounts, principal payments due
on the Note, or any other payments in respect of the Note when such became due
and payable, and continuance of such default for three Business Days;
or

     

    (b)           a
non-monetary default in the performance, or breach, of any covenant of the Note
Issuer in this Note Purchase Agreement (other than a covenant dealing with a
default in the performance of which, or the breach of which, is specifically
dealt with elsewhere in this Section 6.1),
the continuance of such default or breach for a period of 30 days (or, if the
Note Issuer shall have provided evidence satisfactory to the Collateral Agent
that such covenant cannot be cured in the 30-day period and that it is
diligently pursuing a cure, 60 days) after the earlier of (x) the Note Issuer
first acquiring Knowledge thereof, and (y) the Collateral Agent’s or the
Noteholder’s giving written notice thereof to the Note Issuer; provided, however, that if such
default or breach is in respect of the negative covenants contained in Section 8.6(a)(i)
or (ii) hereof,
there shall be no grace period whatsoever; or

     

    (c)           if
any representation or warranty of the Note Issuer made in this Note Purchase
Agreement shall prove to be incorrect in any material respect as of the time
when the same shall have been made, and such breach is not remedied within 30
days (or, if the Note Issuer shall have provided evidence satisfactory to the
Noteholder that such representation or warranty cannot be cured in the 30-day
period and that it is diligently pursuing a cure, 60 days) after the earlier of
(x) the Note Issuer first acquiring Knowledge thereof, and (y) the
Collateral Agent’s or the Noteholder’s giving written notice thereof to the Note
Issuer; or

     

    (d)           the
entry by a court having jurisdiction over the Note Issuer of (i) a decree or
order for relief in respect of the Note Issuer in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law or (ii) a decree or order adjudging the
Note Issuer a bankrupt or insolvent, or approving as properly filed a petition
seeking reorganization, arrangement, adjustment, or composition of or in respect
of the Note Issuer under any applicable federal or state law, or appointing a
custodian, receiver, liquidator, assignee, trustee, sequestrator, or other
similar official of the Note Issuer, or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

     

    (e)           the
commencement by the Note Issuer of a voluntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other
similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by either to the entry of a decree or order for relief
in respect of the Note Issuer in an involuntary case or proceeding under any
applicable federal or state bankruptcy, insolvency, reorganization, or other
similar law or to the commencement of any bankruptcy or insolvency case or
proceeding against it, or the filing by it of a petition or answer or consent
seeking reorganization or relief under any applicable federal or state law, or
the consent by it to the filing of such petition or to the appointment of or
taking possession by a custodian, receiver, liquidator, assignee, trustee,
sequestrator, or similar official of the Note Issuer or of any substantial part
of its property, or the making by it of an assignment for the benefit of
creditors, or the Note Issuer’s failure to pay its debts generally as they
become due, or the taking of corporate action by the Note Issuer in furtherance
of any such action; or


    
      
         


      

      
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    (f)           the
Note Issuer becoming subject to registration as an “investment company” under
the Investment Company Act of 1940, as amended; or

     

    (g)           the
impairment of the validity of any security interest of the Collateral Agent in
the Timeshare Loans Collateral in any material respect, except as expressly
permitted hereunder, or the creation of any material encumbrance on or with
respect to the Timeshare Loans Collateral or any portion thereof not otherwise
permitted, which is not stayed or released within ten days of the Note Issuer
having Knowledge of its creation; or

     

    (h)           the
failure by the Club Originator to repurchase any Defective Timeshare Loan or
provide a Qualified Substitute Timeshare Loan for a Defective Timeshare Loan to
the extent required under the terms of the Bluegreen Purchase Agreement;
or

     

    (i)           the
occurrence and continuance of a Servicer Event of Default that is uncured for
two consecutive Due Periods.

     

    SECTION
6.2        Acceleration of Maturity;
Rescission and Annulment.

     

    (a)           Upon
the occurrence and continuance of an Event of Default, if (i) such Event of
Default of the kind specified in Section 6.1(d)
or (e) hereof
occurs, (ii) an Event of Default of the kind specified in Section 6.1(a)
hereof occurs and either (x) the Collateral Agent has, in its good faith
judgment, determined that the value of the assets comprising the Timeshare Loans
Collateral is less than the Outstanding Note Balance or (y) such Event of
Default continues for two consecutive Payment Dates, then the Note shall
automatically become due and payable at its Outstanding Note Balance together
with all accrued and unpaid interest thereon.

     

    (b)           Upon
the occurrence and continuance of an Event of Default, if such Event of Default
is of the kind specified in Section 6.1(a)
hereof (other than as described in Section 6.2(a)
above), the Collateral Agent shall, upon notice from the Noteholder declare the
Note to be immediately due and payable at its Outstanding Note Balance plus all
accrued and unpaid interest thereon.

     

    (c)           Upon
the occurrence and continuance of an Event of Default, if such Event of Default
(other than an Event of Default of the kind described in Sections 6.2(a) or
(b) hereof)
shall occur and is continuing, the Collateral Agent shall, upon notice from the
Noteholder declare the Note to be immediately due and payable at its Outstanding
Note Balance plus all accrued and unpaid interest thereon.

     

    (d)           Upon
any such declaration or automatic acceleration, the Outstanding Note Balance of
the Note together with all accrued and unpaid interest thereon shall become
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Note Issuer.


    
      
         


      

      
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    (e)           At
any time after such a declaration of acceleration has been made but before a
judgment or decree for payment of the money due has been obtained by the
Collateral Agent or the Noteholder as hereinafter in this Article VI provided, the
Noteholder by written notice to the Note Issuer and the Collateral Agent, may
rescind and annul such declaration and its consequences if:

     

    (i)           the
Note Issuer has paid or deposited with the Collateral Agent a sum sufficient to
pay:

     

    
      	
               
      

            	
              (1)

            	
              all
      principal due on the Note which has become due otherwise than by such
      declaration of acceleration and interest thereon from the date when the
      same first became due until the date of payment or
  deposit,

            


    

     

    
      	
               
      

            	
              (2)

            	
              all
      interest due with respect to the Note and, to the extent that payment of
      such interest is lawful, interest upon overdue interest from the date when
      the same first became due until the date of payment or deposit at a rate
      per annum equal to the Note Rate,
and

            


    

     

    
      	
               
      

            	
              (3)

            	
              all
      sums paid or advanced by the Collateral Agent hereunder and the reasonable
      compensation, expenses, disbursements, and advances of each of the
      Collateral Agent and the Servicer, its agents and
  counsel;

            


    

     

    and

     

    (ii)           all
Events of Default with respect to the Note, other than the non-payment of the
Outstanding Note Balance of the Note which became due solely by such declaration
of acceleration, have been cured or waived as provided in Section 6.13
hereof.

     

    (f)           An
automatic acceleration under Section 6.2(a)
hereof may only be rescinded and annulled by the Noteholder.

     

    (g)           Notwithstanding
Section 6.2(d)
and (e) hereof,
no rescission shall affect any subsequent Events of Default or following an
Event of Default impair any rights consequent thereon.

     

    SECTION
6.3        Remedies.

     

    (a)           If
an Event of Default occurs and is continuing of which a Responsible Officer of
the Collateral Agent has Knowledge, the Collateral Agent shall immediately give
notice to the Noteholder as set forth in Section 7.2
hereof and shall solicit the Noteholder for advice.  The Collateral
Agent shall then take such action as so directed by the Noteholder subject to
the provisions of this Note Purchase Agreement.


    
      
         


      

      
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    (b)           Following
any acceleration of the Note, the Collateral Agent shall have all of the rights,
powers and remedies with respect to the Timeshare Loans Collateral as are
available to secured parties under the UCC or other applicable law, subject to
the limitations set forth in subsection (d) below and provided such action
is not inconsistent with any other provision of this Note Purchase
Agreement.  Such rights, powers and remedies may be exercised by the
Collateral Agent in its own name as trustee of an express trust.

     

    (c)           If
an Event of Default specified in Section 6.1(a)
hereof occurs and is continuing, the Collateral Agent is authorized to recover
judgment in its own name and as trustee of an express trust against the Note
Issuer for the Outstanding Note Balance and interest remaining unpaid with
respect to the Note.

     

    (d)           Subject
to the provisions set forth herein, if an Event of Default occurs and is
continuing, the Collateral Agent may, in its discretion, and at the instruction
of the Noteholder shall, proceed to protect and enforce its rights and the
rights of the Noteholder by such appropriate judicial or other proceedings as
the Collateral Agent shall deem most effectual to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Note Purchase Agreement or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy.  The Collateral Agent
shall notify the Note Issuer, the Servicer and the Noteholder of any such
action.

     

    (e)           If
the Collateral Agent shall have received instructions, within 45 days from the
date notice pursuant to Section 6.3(a)
hereof is first given, from the Noteholder that such Persons approve of or
request the liquidation of all of the Timeshare Loans Collateral, the Collateral
Agent shall to the extent lawful, promptly sell, dispose of or otherwise
liquidate all of the Timeshare Loans Collateral in a commercially reasonable
manner and on commercially reasonable terms, which shall include the
solicitation of competitive bids from third parties including the Noteholder
(other than Bluegreen or any Affiliates thereof), such bids to be approved by
the Noteholder.  The Collateral Agent may obtain a prior determination
from any conservator, receiver or liquidator of the Note Issuer that the terms
and manner of any proposed sale, disposition or liquidation are commercially
reasonable.  Notwithstanding anything to the contrary herein, neither
Bluegreen nor any of its Affiliates may make a bid in connection with the
disposition of the Timeshare Loans in accordance with this Section 6.3(e).

     

    SECTION
6.4        Collateral Agent May File
Proofs of Claim.

     

    (a)           In
case of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding related to the Note Issuer, or any other obligor in respect of the
Note, or the property of the Note Issuer, or such other obligor or their
creditors, the Collateral Agent (irrespective of whether the principal of the
Note shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Collateral Agent shall have made any
demand on the Note Issuer for the payment of overdue principal or interest)
shall be entitled and empowered, by intervention in such proceeding or
otherwise:


    
      
         


      

      
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    (i)           to
file and prove a claim for the whole amount of principal and interest owing and
unpaid in respect of the Note and to file such other papers or documents as may
be necessary or advisable in order to have the claims of the Collateral Agent
and any predecessor Collateral Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Collateral Agent and
any predecessor Collateral Agent, their agents and counsel) and of the
Noteholder allowed in such judicial proceeding;

     

    (ii)       
  to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and

     

    (iii)         to
participate as a member, voting or otherwise, of any official committee of
creditors appointed in such matter;

     

    and any
custodian, receiver, liquidator, assignee, trustee, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by the
Noteholder to make such payments to the Collateral Agent and to pay to the
Collateral Agent any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Collateral Agent and any predecessor
Collateral Agent, their agents and counsel, and any other amounts due the
Collateral Agent and any predecessor Collateral Agent under Section 7.6
hereof.

     

    (b)           Nothing
herein contained shall be deemed to authorize the Collateral Agent to authorize,
consent to, accept or adopt on behalf of the Noteholder any plan of
reorganization, agreement, adjustment or composition affecting the Note or the
rights of the Noteholder or affecting the Timeshare Loans or the other assets
constituting the Timeshare Loans Collateral or to authorize the Collateral Agent
to vote in respect of the claim of the Noteholder in any such
proceeding.

     

    SECTION
6.5        Collateral Agent May Enforce
Claims Without Possession of Note.

     

    All
rights of action and claims under this Note Purchase Agreement, the Note, the
Timeshare Loans or the other assets constituting the Timeshare Loans Collateral
may be prosecuted and enforced by the Collateral Agent without the possession of
the Note or the production thereof in any proceeding relating thereto, and any
such proceeding instituted by the Collateral Agent shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall, after
provisions for the payment of reasonable compensation, expenses, disbursements
and advances of the Collateral Agent and any predecessor Collateral Agent, their
agents and counsel, be for the benefit of the Noteholder in respect of which
such judgment has been recovered, and distributed pursuant to the priorities
contemplated by Section 3.4
hereof.

     

    SECTION
6.6        [Reserved.]

     

    SECTION
6.7        [Reserved.]

     

    SECTION
6.8        Unconditional Right of
Noteholder to Receive Principal and Interest.

     

    Notwithstanding
any other provision in this Note Purchase Agreement, other than the provisions
hereof limiting the right to recover amounts due on the Note to recoveries from
the property comprising the Timeshare Loans Collateral, the Noteholder shall
have the absolute and unconditional right to receive payment of the principal
of, and interest on, the Note as such payments of principal and interest become
due, including on the Stated Maturity, and such right shall not be impaired
without the consent of the Noteholder.


    
      
         


      

      
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    SECTION
6.9         Restoration of Rights and
Remedies.

     

    If the
Collateral Agent or the Noteholder has instituted any proceeding to enforce any
right or remedy under this Note Purchase Agreement and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Collateral Agent or to the Noteholder, then and, in every such case, subject
to any determination in such proceeding, the Note Issuer, the Collateral Agent
and the Noteholder shall be restored to its former position hereunder and
thereafter all rights and remedies of the Collateral Agent and the Noteholder
continue as though no such proceeding had been instituted.

     

    SECTION
6.10       Rights and Remedies
Cumulative.

     

    Except as
otherwise set forth herein, no right or remedy herein conferred upon or reserved
to the Collateral Agent or to the Noteholder is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted
by law, be cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or
otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

     

    SECTION
6.11       Delay or Omission Not
Waiver.

     

    No delay
or omission of the Collateral Agent or of the Noteholder to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein.  Every right and remedy given by this Article VI or by law
to the Collateral Agent or to the Noteholder may be exercised from time to time,
and as often as may be deemed expedient, by the Collateral Agent or by the
Noteholder, as the case may be.

     

    SECTION
6.12       Control by
Noteholder.

     

    Except as
may otherwise be provided in this Note Purchase Agreement, until such time as
the conditions specified in Sections 11.1(a)(i)
and (ii) hereof
have been satisfied in full, the Noteholder shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the Collateral Agent, or exercising any trust or power conferred on the
Collateral Agent, with respect to the Note.  Notwithstanding the
foregoing:

     

    (i)           no
such direction shall be in conflict with any rule of law or with this Note
Purchase Agreement;

     

    (ii)          the
Collateral Agent shall not be required to follow any such direction which the
Collateral Agent reasonably believes might result in any personal liability on
the part of the Collateral Agent for which the Collateral Agent is not
adequately indemnified; and


    
      
         


      

      
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    (iii)       
 the Collateral Agent may take any other action deemed proper by the
Collateral Agent which is not inconsistent with any such direction; provided
that the Collateral Agent shall give notice of any such action to the
Noteholder.

     

    SECTION
6.13       Waiver of Events of
Default.

     

    (a)           The
Noteholder may, by one or more instruments in writing, waive any Event of
Default hereunder and its consequences.

     

    (b)           A
copy of each waiver pursuant to Section 6.13(a)
hereof shall be furnished by the Note Issuer to the Collateral Agent and the
Noteholder.  Upon any such waiver, such Event of Default shall cease
to exist and shall be deemed to have been cured, for every purpose of this Note
Purchase Agreement; but no such waiver shall extend to any subsequent or other
Event of Default or impair any right consequent thereon.

     

    SECTION
6.14       Undertaking for
Costs.

     

    All
parties to this Note Purchase Agreement agree that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Note Purchase Agreement, or in any suit against the Collateral Agent for
any action taken, suffered or omitted by it as Collateral Agent, the filing by
any party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 6.14
shall not apply to (i) any suit instituted by the Collateral Agent, (ii) to any
suit instituted by the Noteholder, or (iii) to any suit instituted by the
Noteholder for the enforcement of the payment of the principal of or interest on
the Note on or after the maturities for such payments, including the Stated
Maturity, as applicable.

     

    SECTION
6.15       Waiver of Stay or Extension
Laws.

     

    The Note
Issuer covenants (to the extent that it may lawfully do so) that it will not at
any time insist upon, or plead, or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law wherever enacted, now or at
any time hereafter in force, which may affect the covenants or the performance
of this Note Purchase Agreement; and the Note Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Collateral Agent, but will suffer and permit the
execution of every such power as though no such law had been
enacted.

     

    SECTION
6.16       Sale of Timeshare Loans
Collateral.

     

    (a)           The
power to effect the sale of the Timeshare Loans Collateral pursuant to Section 6.3
hereof shall continue unimpaired until the entire Timeshare Loans Collateral
shall have been sold or all amounts payable on the Note shall have been paid or
losses allocated thereto and borne thereby.  The Collateral Agent may
from time to time, upon directions in accordance with Section 6.12
hereof, postpone any public sale by public announcement made at the time and
place of such sale.

     


    
      
         


      

      
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    (b)           Unless
required by applicable law, the Collateral Agent shall not sell to a third party
the Timeshare Loans Collateral, or any portion thereof except as permitted under
Section 6.3(d)
hereof.

     

    (c)           In
connection with a sale of the Timeshare Loans Collateral:

     

    (i)           the
Noteholder may bid for and purchase the property offered for sale, and upon
compliance with the terms of sale may hold, retain, and possess and dispose of
such property, without further accountability, and the Noteholder may, in paying
the purchase money therefor, deliver in lieu of cash the Note or claims for
interest thereon for credit in the amount that shall, upon distribution of the
net proceeds of such sale, be payable thereon, and the Note, in case the amounts
so payable thereon shall be less than the amount due thereon, shall be returned
to the Noteholder after being appropriately stamped to show such partial
payment;

     

    (ii)          the
Collateral Agent shall execute and deliver an appropriate instrument of
conveyance prepared by the Servicer transferring the Collateral Agent’s interest
in the Timeshare Loans Collateral without recourse, representation or warranty
in any portion of the Timeshare Loans Collateral in connection with a sale
thereof;

     

    (iii)         the
Collateral Agent is hereby irrevocably appointed the agent and attorney-in-fact
of the Note Issuer to transfer and convey the Note Issuer’s interest in any
portion of the Timeshare Loans Collateral in connection with a sale thereof, and
to take all action necessary to effect such sale;

     

    (iv)         no
purchaser or transferee at such a sale shall be bound to ascertain the
Collateral Agent’s authority, inquire into the satisfaction of any conditions
precedent or see to the application of any moneys;

     

    (v)          the
method, manner, time, place and terms of any sale of the Timeshare Loans
Collateral shall be commercially reasonable; and

     

    (vi)         none
of Bluegreen or its Affiliates may bid for and purchase the Timeshare Loans
offered for sale by the Collateral Agent in Section 6.16(c)(i)
hereof.

     

    SECTION
6.17       Action on
Note.

     

    The
Noteholder’s and the Collateral Agent’s right to seek and recover judgment on
the Note or under this Note Purchase Agreement or any other Transaction Document
shall not be affected by the seeking, obtaining or application of any other
relief under or with respect to this Note Purchase Agreement or any other
Transaction Document.  Neither the Lien of this Note Purchase
Agreement nor any rights or remedies of the Collateral Agent or the Noteholder
shall be impaired by the recovery of any judgment by the Collateral Agent
against the Note Issuer or by the levy of any execution under such judgment upon
any portion of the Timeshare Loans Collateral or upon any of the assets of the
Note Issuer.  Any money or property collected by the Collateral Agent
shall be applied in accordance with the provisions of this Note Purchase
Agreement.


    
      
         


      

      
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    SECTION
6.18       Performance and Enforcement
of Certain Obligations.

     

    Promptly
following a request from the Collateral Agent, the Note Issuer shall take all
such lawful action as the Collateral Agent may request to compel or secure the
performance and observance by the Depositor, the Club Originator and the
Servicer, as applicable, of each of its respective obligations to the Note
Issuer under or in connection with the Sale Agreement and any other Transaction
Document and to exercise any and all rights, remedies, powers and privileges
lawfully available to the Note Issuer under or in connection with the Sale
Agreement or any other Transaction Document to the extent and in the manner
directed by the Collateral Agent, including the transmission of notices of
default on the part of the Depositor, the Club Originator or the Servicer
thereunder and the institution of legal or administrative actions or proceedings
to compel or secure performance by the Depositor, the Club Originator or the
Servicer of each of their obligations under the Sale Agreement and the other
Transaction Documents.

     

    ARTICLE
VII.

    THE
COLLATERAL AGENT

     

    SECTION
7.1         Certain
Duties.

     

    (a)           The
Collateral Agent undertakes to perform such duties and only such duties as are
specifically set forth in this Note Purchase Agreement, and no implied covenants
or obligations shall be read into this Note Purchase Agreement against the
Collateral Agent; except as expressly set forth herein, the Collateral Agent
shall have no obligation to monitor the performance of the Servicer under the
Transaction Documents.

     

    (b)           In
the absence of bad faith on its part, the Collateral Agent may conclusively
rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon certificates or opinions furnished to the Collateral
Agent and conforming to the requirements of this Note Purchase Agreement; but in
the case of any such certificates or opinions which by any provision hereof are
specifically required to be furnished to the Collateral Agent, the Collateral
Agent shall be under a duty to examine the same to determine whether or not they
conform to the requirements of this Note Purchase Agreement; provided, however, the
Collateral Agent shall not be required to verify or recalculate the contents
thereof.

     

    (c)           In
case an Event of Default or a Servicer Event of Default (resulting in the
appointment of the Collateral Agent as successor Servicer) has occurred and is
continuing, the Collateral Agent shall exercise such of the rights and powers
vested in it by this Note Purchase Agreement, and use the same degree of care
and skill in their exercise, as a prudent Person would exercise or use under the
circumstances in the conduct of such Person’s own affairs; provided, however, that no
provision in this Note Purchase Agreement shall be construed to limit the
obligations of the Collateral Agent to provide notices under Section 7.2
hereof.

     

    (d)           The
Collateral Agent shall be under no obligation to exercise any of the rights or
powers vested in it by this Note Purchase Agreement at the request or direction
of the Noteholder pursuant to this Note Purchase Agreement, unless the
Noteholder shall have offered to the Collateral Agent reasonable security or
indemnity acceptable to the Collateral Agent (which may be in the form of
written assurances) against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction.

     


    
      
         


      

      
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    (e)           No
provision of this Note Purchase Agreement shall be construed to relieve the
Collateral Agent from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct except
that:

     

    (i)           this
Section 7.1(e)
shall not be construed to limit the effect of Section 7.1(a)
and (b)
hereof;

     

    (ii)           the
Collateral Agent shall not be liable for any error of judgment made in good
faith by a Responsible Officer unless it shall be proved that the Collateral
Agent shall have been negligent in ascertaining the pertinent facts;
and

     

    (iii)          the
Collateral Agent shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the written direction of the
Noteholder, or in accordance with any written direction delivered to it under
Sections
6.2(a), (b) or (c) hereof relating
to the time, method and place of conducting any proceeding for any remedy
available to the Collateral Agent, or exercising any trust or power conferred
upon the Collateral Agent, under this Note Purchase Agreement.

     

    (f)           Whether
or not therein expressly so provided, every provision of this Note Purchase
Agreement relating to the conduct or affecting the liability of or affording
protection to the Collateral Agent shall be subject to the provisions of this
Section 7.1.

     

    (g)           The
Collateral Agent makes no representations or warranties with respect to the
Timeshare Loans or the Note or the validity or sufficiency of any assignment of
the Timeshare Loans to the Note Issuer or to the Timeshare Loans
Collateral.

     

    (h)           Notwithstanding
anything to the contrary herein, the Collateral Agent is not required to expend
or risk its own funds or otherwise incur financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or
powers, if it shall have reasonable grounds to believe that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it.

     

    SECTION
7.2         Notice of Events of
Default.

     

    The
Collateral Agent shall promptly (but, in any event, within three Business Days)
notify the Note Issuer, the Servicer, and the Noteholder upon a Responsible
Officer obtaining actual knowledge of any event which constitutes an Event of
Default or a Servicer Event of Default or would constitute an Event of Default
or a Servicer Event of Default but for the requirement that notice be given or
time elapse or both.

     

    SECTION
7.3         Certain Matters Affecting
the Collateral Agent.

     

    Subject
to the provisions of Section 7.1
hereof:


    
      
         


      

      
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    (a)           The
Collateral Agent may rely and shall be protected in acting or refraining from
acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or
parties;

     

    (b)           Any
request or direction of the Noteholder, the Note Issuer, or the Servicer
mentioned herein shall be in writing;

     

    (c)           Whenever
in the performance of its duties hereunder the Collateral Agent shall deem it
desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Collateral Agent (unless other evidence be
herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officer’s Certificate or an opinion of counsel;

     

    (d)           The
Collateral Agent may consult with counsel, and the advice of such counsel or any
Opinion of Counsel shall be deemed authorization in respect of any action taken,
suffered, or omitted by it hereunder in good faith and in reliance
thereon;

     

    (e)           Prior
to the occurrence of an Event of Default or after the curing of all Events of
Default which may have occurred, the Collateral Agent shall not be bound to make
any investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper document, unless requested in writing so to
do by the Noteholder; provided, however, that if the
payment within a reasonable time to the Collateral Agent of the costs, expenses
or liabilities likely to be incurred by it in the making of such investigation
is, in the reasonable opinion of the Collateral Agent, not reasonably assured to
the Collateral Agent by the security afforded to it by the terms of this Note
Purchase Agreement, the Collateral Agent may require reasonable indemnity
against such cost, expense or liability as a condition to so
proceeding.  The reasonable expense of every such examination shall be
paid by the Servicer or, if paid by the Collateral Agent, shall be reimbursed by
the Servicer upon demand;

     

    (f)           The
Collateral Agent may execute any of the trusts or powers hereunder or perform
any duties hereunder either directly or by or through agents or attorneys or a
custodian (which may be an Affiliate of the Collateral Agent), and the
Collateral Agent shall not be liable for any acts or omissions of such agents,
attorneys or custodians appointed with due care by it hereunder;
and

     

    (g)           Delivery
of any reports, information and documents to the Collateral Agent provided for
herein or any other Transaction Document is for informational purposes only
(unless otherwise expressly stated), and the Collateral Agent’s receipt of such
shall not constitute constructive knowledge of any information contained therein
or determinable from information contained therein, including the Servicer’s or
Note Issuer’s compliance with any of its representations, warranties or
covenants hereunder (as to which the Collateral Agent is entitled to rely
exclusively on Officer’s Certificates).


    
      
         


      

      
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    SECTION
7.4         Collateral Agent Not Liable
for Note or Timeshare Loans.

     

    (a)           The
Collateral Agent makes no representations as to the validity or sufficiency of
this Note Purchase Agreement or any Transaction Document, the Note (other than
the authentication thereof) or of any Timeshare Loan.  The Collateral
Agent shall not be accountable for the use or application by the Note Issuer of
funds paid to the Note Issuer in consideration of conveyance of the Timeshare
Loans and related assets to the Timeshare Loans Collateral.

     

    (b)           The
Collateral Agent (in its capacity as Collateral Agent) shall have no
responsibility or liability for or with respect to the validity of any security
interest in any property securing a Timeshare Loan; the existence or validity of
any Timeshare Loan, the validity of the assignment of any Timeshare Loan to the
Timeshare Loans Collateral or of any intervening assignment; the review of any
Timeshare Loan, any Timeshare Loan File, the completeness of any Timeshare Loan
File, the receipt by the Custodian of any Timeshare Loan, Timeshare Loan File
(it being understood that the Collateral Agent has not reviewed and does not
intend to review such matters); the performance or enforcement of any Timeshare
Loan; the compliance by the Servicer or the Note Issuer with any covenant or the
breach by the Servicer or the Note Issuer of any warranty or representation made
hereunder or in any Transaction Document or the accuracy of any such warranty or
representation; the acts or omissions of the Servicer, the Note Issuer or any
Obligor; or any action of the Servicer or the Note Issuer taken in the name of
the Collateral Agent.

     

    SECTION
7.5         Collateral Agent May Own the
Note.

     

    The
Collateral Agent in its individual or any other capacity may become the owner or
pledgee of the Note with the same rights as it would have if it were not the
Collateral Agent.  Any Paying Agent or co-paying agent may become the
owner or pledgee of the Note with the same rights as it would have if it were
not the Paying Agent or co-paying agent

     

    SECTION
7.6         Collateral Agent’s Fees and
Expenses.

     

    On each
Payment Date, the Collateral Agent shall be entitled to the Collateral Agent Fee
and reimbursement of out-of-pocket expenses incurred by it in connection with
its responsibilities hereunder in the priorities provided in Section 3.4
hereof.

     

    SECTION
7.7         Eligibility Requirements for
Collateral Agent.

     

    Other
than the initial Collateral Agent, the Collateral Agent hereunder shall at all
times (a) be a corporation, depository institution, or trust company organized
and doing business under the laws of the United States of America or any state
thereof authorized under such laws to exercise corporate trust powers, having a
combined capital and surplus of at least $100,000,000, (b) be subject to
supervision or examination by federal or state authority, (c) be capable of
maintaining an Eligible Bank Account, (d) have a long-term unsecured debt rating
of not less than “Baa2” from Moody’s and “BBB” from S&P, and (e) shall be
acceptable to the Noteholder.  If such institution publishes reports
of condition at least annually, pursuant to or to the requirements of the
aforesaid supervising or examining authority, then for the purpose of this Section 7.7, the
combined capital and surplus of such institution shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published.  In case at any time the Collateral Agent shall cease to
be eligible in accordance with the provisions of this Section 7.7, the
Collateral Agent shall resign in the manner and with the effect specified in
Section 7.8
hereof.


    
      
         


      

      
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    SECTION
7.8         Resignation or Removal of
Note Purchase Agreement Collateral Agent.

     

    (a)           The
Collateral Agent may at any time resign and be discharged with respect to the
Note by giving 60 days’ written notice thereof to the Servicer, the Note Issuer,
and the Noteholder.  Upon receiving such notice of resignation, the
Note Issuer shall promptly appoint a successor Collateral Agent not objected to
by the Noteholder within 30 days after prior written notice, by written
instrument, in quintuplicate, one counterpart of which instrument shall be
delivered to each of the Note Issuer, the Servicer, the Noteholder, the
successor Collateral Agent and the predecessor Collateral Agent.  If
no successor Collateral Agent shall have been so appointed and have accepted
appointment within 60 days after the giving of such notice of resignation, the
resigning Collateral Agent may petition any court of competent jurisdiction for
the appointment of a successor Collateral Agent.

     

    (b)           If
at any time the Collateral Agent shall cease to be eligible in accordance with
the provisions of Section 7.7
hereof and shall fail to resign after written request therefor by the Note
Issuer, or if at any time the Collateral Agent shall be legally unable to act,
fails to perform in any material respect its obligations under this Note
Purchase Agreement, or shall be adjudged as bankrupt or insolvent, or a receiver
of the Collateral Agent or of its property shall be appointed, or any public
officer shall take charge or control of the Collateral Agent or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then
the Note Issuer or the Noteholder may direct the Note Issuer to remove the
Collateral Agent.  If it removes the Collateral Agent under the
authority of the immediately preceding sentence, the Note Issuer shall promptly
appoint a successor Collateral Agent not objected to by the Noteholder within 30
days after prior written notice, by written instrument, in quintuplicate, one
counterpart of which instrument shall be delivered to each of the Note Issuer,
the Servicer, the Noteholder, the successor Collateral Agent and the predecessor
Collateral Agent.

     

    (c)           Any
resignation or removal of the Collateral Agent and appointment of a successor
Collateral Agent pursuant to any of the provisions of this Section 7.8
shall not become effective until acceptance of appointment by the successor
Collateral Agent as provided in Section 7.9
hereof.

     

    SECTION
7.9         Successor Collateral
Agent.

     

    (a)           Any
successor Collateral Agent appointed as provided in Section 7.8
hereof shall execute, acknowledge and deliver to each of the Servicer, the Note
Issuer, the Noteholder and to its predecessor Collateral Agent an instrument
accepting such appointment hereunder, and thereupon the resignation or removal
of the predecessor Collateral Agent shall become effective and such successor
Collateral Agent, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor Collateral Agent hereunder with like effect as if originally named a
Collateral Agent.  The predecessor Collateral Agent shall deliver or
cause to be delivered to the successor Collateral Agent or its custodian any
Transaction Documents and statements held by it or its custodian hereunder; and
the Servicer and the Note Issuer and the predecessor Collateral Agent shall
execute and deliver such instruments and do such other things as may reasonably
be required for the full and certain vesting and confirmation in the successor
Collateral Agent of all such rights, powers, duties and
obligations.


    
      
         


      

      
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    (b)           In
case of the appointment hereunder of a successor Collateral Agent with respect
to the Note, the Note Issuer, the retiring Collateral Agent and each successor
Collateral Agent with respect to the Note shall execute and deliver an Note
Purchase Agreement supplemental hereto wherein each successor Collateral Agent
shall accept such appointment and which (i) shall contain such provisions as
shall be necessary or desirable to transfer and confirm to, and to vest in, each
successor Collateral Agent all the rights, powers, trusts and duties of the
retiring Collateral Agent with respect to the Note to which the appointment of
such successor Collateral Agent relates, (ii) if the retiring Collateral Agent
is not retiring with respect to all Note, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts
and duties of the retiring Collateral Agent with respect to the Note as to which
the retiring Collateral Agent is not retiring shall continue to be vested in the
retiring Collateral Agent, and (iii) shall add to or change any of the
provisions of this Note Purchase Agreement as shall be necessary to provide for
or facilitate the administration of the Timeshare Loans Collateral hereunder by
more than one Collateral Agent, it being understood that nothing herein or in
such supplemental Note Purchase Agreement shall constitute such Collateral
Agents co-collateral agents of the same allocated collateral and that each such
Collateral Agent shall be a collateral agent hereunder separate and apart from
any collateral hereunder administered by any other such Collateral Agent; and
upon the execution and delivery of such supplemental Note Purchase Agreement the
resignation or removal of the retiring Collateral Agent shall become effective
to the extent provided therein and each such successor Collateral Agent, without
any further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Collateral Agent with respect to the
Note; but, on request of the Note Issuer or any successor Collateral Agent, such
retiring Collateral Agent shall duly assign, transfer and deliver to such
successor Collateral Agent all property and money held by such retiring
Collateral Agent hereunder with respect to the Note.

     

    Upon
request of any such successor Collateral Agent, the Note Issuer shall execute
any and all instruments for more fully and certainly vesting in and confirming
to such successor Collateral Agent all such rights, powers and trusts referred
to in the preceding paragraph.

     

    (c)           No
successor Collateral Agent shall accept appointment as provided in this Section 7.9
unless at the time of such acceptance such successor Collateral Agent shall be
eligible under the provisions of Section 7.7
hereof.

     

    (d)           Upon
acceptance of appointment by a successor Collateral Agent as provided in this
Section 7.9, the
Servicer shall mail notice of the succession of such Collateral Agent hereunder
to the Noteholder.  If the Servicer fails to mail such notice within
ten days after acceptance of appointment by the successor Collateral Agent, the
successor Collateral Agent shall cause such notice to be mailed at the expense
of the Note Issuer and the Servicer.


    
      
         


      

      
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    SECTION
7.10       Merger or Consolidation of
Collateral Agent.

     

    Any
corporation into which the Collateral Agent may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Collateral Agent shall be a party, or
any corporation succeeding to the corporate trust business of the Collateral
Agent, shall be the successor of the Collateral Agent hereunder, provided such
corporation shall be eligible under the provisions of Section 7.7
hereof, without the execution or filing of any paper or any further act on the
part of any of the parties hereto, anything herein to the contrary
notwithstanding.

     

    SECTION
7.11       Appointment of Co-Collateral
Agent or Separate Collateral Agent.

     

    (a)           At
any time or times for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Timeshare Loans Collateral may at the time
be located or in which any action of the Collateral Agent may be required to be
performed or taken, the Collateral Agent, the Servicer or the Noteholder, by an
instrument in writing signed by it or them, may appoint, at the reasonable
expense of the Note Issuer and the Servicer, one or more individuals or
corporations to act as separate collateral agent or separate collateral agents
or co-collateral agents, acting jointly with the Collateral Agent, of all or any
part of the Timeshare Loans Collateral, to the full extent that local law makes
it necessary for such separate collateral agent or separate collateral agents or
co-collateral agent acting jointly with the Collateral Agent to
act.  Notwithstanding the appointment of any separate or co-collateral
agent, the Collateral Agent shall remain obligated and liable for the
obligations of the Collateral Agent under this Note Purchase
Agreement.

     

    (b)           The
Collateral Agent and, at the request of the Collateral Agent, the Note Issuer
shall execute, acknowledge and deliver all such instruments as may be required
by the legal requirements of any jurisdiction or by any such separate collateral
agent or collateral agents or co-collateral agent for the purpose of more fully
confirming such title, rights, or duties to such separate collateral agent or
separate collateral agents or co-collateral agent.  Upon the
acceptance in writing of such appointment by any such separate collateral agent
or separate collateral agents or co-collateral agent, it, he, she or they shall
be vested with such title to the Timeshare Loans Collateral or any part thereof,
and with such rights, powers, duties and obligations as shall be specified in
the instrument of appointment, and such rights, powers, duties and obligations
shall be conferred or imposed upon and exercised or performed by the Collateral
Agent, or the Collateral Agent and such separate collateral agent or separate
collateral agents or co-collateral agents jointly with the Collateral Agent
subject to all the terms of this Note Purchase Agreement, except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed the Collateral Agent shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and
obligations shall be exercised and performed by such separate collateral agent
or separate collateral agents or co-collateral agent, as the case may
be.  Any separate collateral agent or separate collateral agents or
co-collateral agent may, at any time by an instrument in writing, constitute the
Collateral Agent its attorney-in-fact and agent with full power and authority to
do all acts and things and to exercise all discretion on its behalf and in its
name.  In any case any such separate collateral agent or co-collateral
agent shall die, become incapable of acting, resign or be removed, the title to
the Timeshare Loans Collateral and all assets, property, rights, power duties
and obligations and duties of such separate collateral agent or co-collateral
agent shall, so far as permitted by law, vest in and be exercised by the
Collateral Agent, without the appointment of a successor to such separate
collateral agent or co-collateral agent unless and until a successor is
appointed.


    
      
         


      

      
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    (c)           All
provisions of this Note Purchase Agreement which are for the benefit of the
Collateral Agent shall extend to and apply to each separate collateral agent or
co-collateral agent appointed pursuant to the foregoing provisions of this Section 7.11.

     

    (d)           Every
additional collateral agent and separate collateral agent hereunder shall, to
the extent permitted by law, be appointed and act and the Collateral Agent shall
act, subject to the following provisions and conditions:  (i) all
powers, duties and obligations and rights conferred upon the Collateral Agent in
respect of the receipt, custody, investment and payment of monies shall be
exercised solely by the Collateral Agent; (ii) all other rights, powers, duties
and obligations conferred or imposed upon the Collateral Agent shall be
conferred or imposed and exercised or performed by the Collateral Agent and such
additional collateral agent or collateral agents and separate collateral agent
or collateral agents jointly except to the extent that under any law of any
jurisdiction in which any particular act or acts are to be performed, the
Collateral Agent shall be incompetent or unqualified to perform such act or
acts, in which event such rights, powers, duties and obligations (including the
holding of title to the Timeshare Properties in any such jurisdiction) shall be
exercised and performed by such additional collateral agent or collateral agents
or separate collateral agent or collateral agents; (iii) no power hereby given
to, or exercisable by, any such additional collateral agent or separate
collateral agent shall be exercised hereunder by such collateral agent except
jointly with, or with the consent of, the Collateral Agent; and (iv) no
collateral agent hereunder shall be personally liable by reason of any act or
omission of any other collateral agent hereunder.

     

    If at any
time, the Collateral Agent shall deem it no longer necessary or prudent in order
to conform to such law, the Collateral Agent shall execute and deliver all
instruments and agreements necessary or proper to remove any additional
collateral agent or separate collateral agent.

     

    (e)           Any
request, approval or consent in writing by the Collateral Agent to any
additional collateral agent or separate collateral agent shall be sufficient
warrant to such additional collateral agent or separate collateral agent, as the
case may be, to take such action as may be so requested, approved or consented
to.

     

    (f)           Notwithstanding
any other provision of this Section 7.11,
the powers of any additional collateral agent or separate collateral agent shall
not exceed those of the Collateral Agent hereunder.

     

    SECTION
7.12       Paying Agent
Rights.

     

    So long
as the Collateral Agent is the Paying Agent, the Paying Agent shall be entitled
to the rights, benefits and immunities of the Collateral Agent as set forth in
this Article VII to
the same extent and as fully as though named in place of the Collateral Agent
herein.  The Paying Agent shall be compensated out of the Collateral
Agent Fee.


    
      
         


      

      
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    SECTION
7.13       Authorization.

     

    (a)           The
Note Issuer hereby authorizes and directs the Collateral Agent to enter into the
Lockbox Agreement.  Pursuant to the Lockbox Agreement, the Collateral
Agent agrees to cause to be established and maintained an account (the “Lockbox Account”) for the
benefit of the Noteholder.  The Lockbox Account will be titled as
required by the Lockbox Bank.  The Collateral Agent is authorized and
directed to act as titleholder of the Lockbox Account in accordance with the
terms of the Lockbox Agreement for the benefit of the Noteholder with interests
in the funds on deposit in such account.  In addition, the Collateral
Agent is hereby authorized to enter into, execute, deliver and perform under,
each of the applicable Transaction Documents.  The Lockbox Bank will
be required to transfer and will be permitted to withdraw funds from the Lockbox
Account in accordance with the Lockbox Agreement.

     

    (b)           The
Note Issuer hereby authorizes and directs the Collateral Agent to establish and
maintain a credit card account (the “Credit Card Account”) for the
benefit of the Noteholder.  The Credit Card Account will be titled as
required by the Lockbox Bank.  The Collateral Agent is authorized and
directed to act as titleholder of the Credit Card Account for the benefit of the
Noteholder with interests in the funds on deposit in such account.

     

    SECTION
7.14       [Reserved.]

     

    ARTICLE
VIII.

    COVENANTS
OF THE NOTE ISSUER

     

    SECTION
8.1         Payment of Principal,
Interest and Other Amounts.

     

    The Note
Issuer will cause the due and punctual payment of the principal of, and interest
on, the Note in accordance with the terms of the Note and this Note Purchase
Agreement.

     

    SECTION
8.2         Eligible Timeshare
Loans.

     

    On each
Transfer Date, each Subsequent Timeshare Loan or Qualified Substitute Timeshare
Loan, as the case may be, shall be an Eligible Timeshare Loan.

     

    SECTION
8.3         Money for Payments to
Noteholder to Be Held in Trust.

     

    (a)           All
payments of amounts due and payable with respect to the Note that are to be made
from amounts withdrawn from the Accounts pursuant to Section 3.4 hereof
shall be made on behalf of the Note Issuer by the Collateral Agent, and no
amounts so withdrawn from the Collection Account for payments of the Note shall
be paid over to the Note Issuer under any circumstances, except as provided in
this Section 8.3 or
in Section 3.4
hereof.

     

    (b)           In
making payments hereunder, the Collateral Agent will hold all sums held by it
for the payment of amounts due with respect to the Note in trust for the benefit
of the Persons entitled thereto until such sums shall be paid to such Persons or
otherwise disposed of as herein provided and pay such sums to such Persons as
herein provided.

     

    (c)           [Reserved.]


    
      
         


      

      
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    (d)           The
Note Issuer will cause each Paying Agent to execute and deliver to the
Collateral Agent an instrument in which such Paying Agent shall agree with the
Collateral Agent (and if the Collateral Agent is the Paying Agent, it hereby so
agrees), subject to the provisions of this Section 8.3,
that such Paying Agent will:

     

    (i)          
 give the Collateral Agent notice of any occurrence that is, or with notice
or with the lapse of time or both would become, an Event of Default by the Note
Issuer of which it has actual knowledge in the making of any payment required to
be made with respect to the Note;

     

    (ii)           at
any time during the continuance of any such occurrence described in clause (i)
above, upon the written request of the Collateral Agent, pay to the Collateral
Agent all sums so held in trust by such Paying Agent;

     

    (iii)           immediately
resign as a Paying Agent and forthwith pay to the Collateral Agent all sums held
by it in trust for the payment of the Note if at any time it ceases to meet the
standards required to be met by a Paying Agent at the time of its appointment;
and

     

    (iv)           comply
with all requirements of the Code or any applicable state law with respect to
the withholding from any payments made by it on the Note of any applicable
withholding taxes imposed thereon and with respect to any applicable reporting
requirements in connection therewith.

     

    The Note
Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Note Purchase Agreement or for any other purpose, by Note
Issuer Order direct any Paying Agent to pay to the Collateral Agent all sums
held in trust by such Paying Agent, such sums to be held by the Collateral Agent
upon the same trusts as those upon which the sums were held by such Paying
Agent; and upon such payment by any Paying Agent to the Collateral Agent, such
Paying Agent shall be released from all further liability with respect to such
monies.

     

    SECTION
8.4         Existence; Merger;
Consolidation, etc.

     

    (a)           The
Note Issuer will keep in full effect its existence, rights and franchises as a
statutory trust under the laws of the State of Delaware, and will obtain and
preserve its qualification to do business as a foreign business trust in each
jurisdiction in which such qualification is or shall be necessary to protect the
validity and enforceability of this Note Purchase Agreement, the Note or any of
the Timeshare Loans.

     

    (b)           The
Note Issuer shall at all times observe and comply in all material respects with
(i) all laws applicable to it, (ii) all requirements of law in the declaration
and payment of distributions, and (iii) all requisite and appropriate
formalities in the management of its business and affairs and the conduct of the
transactions contemplated hereby.

     

    (c)           The
Note Issuer shall not (i) consolidate or merge with or into any other Person or
convey or transfer its properties and assets substantially as an entirety to any
other Person or (ii) commingle its assets with those of any other
Person.


    
      
         


      

      
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    (d)           The
Note Issuer shall not become an “investment company” or under the “control” of
an “investment company” as such terms are defined in the Investment Company Act
of 1940, as amended (or any successor or amendatory statute), and the rules and
regulations thereunder (taking into account not only the general definition of
the term “investment company” but also any available exceptions to such general
definition); provided, however, that the
Note Issuer shall be in compliance with this Section 8.4 if
it shall have obtained an order exempting it from regulation as an “investment
company” so long as it is in compliance with the conditions imposed in such
order.

     

    SECTION
8.5         Protection of Timeshare
Loans Collateral; Further Assurances.

     

    (a)           The
Note Issuer will from time to time execute and deliver all such supplements and
amendments hereto and all such financing statements, continuation statements,
instruments of further assurance, and other instruments, and will take such
other action as may be necessary or advisable to:

     

    (ii)           Grant
more effectively the assets comprising all or any portion of the Timeshare Loans
Collateral;

     

    (iii)          maintain
or preserve the Lien of this Note Purchase Agreement or carry out more
effectively the purposes hereof;

     

    (iv)        
 publish notice of, or protect the validity of, any Grant made or to be
made by this Note Purchase Agreement and perfect the security interest
contemplated hereby in favor of the Collateral Agent in each of the Timeshare
Loans and all other property included in the Timeshare Loans Collateral; provided, that the
Note Issuer shall not be required to cause the recordation of the Collateral
Agent’s name as Lien holder on the related title documents for the Timeshare
Properties so long as no Event of Default has occurred and is
continuing;

     

    (v)           enforce
or cause the Servicer to enforce any of the Timeshare Loans in accordance with
the Servicing Standard, provided, however, the Note
Issuer will not cause the Servicer to obtain on behalf of the Collateral Agent
or the Noteholder, any Timeshare Property or to take any actions with respect to
any property the result of which would adversely affect the interests of the
Collateral Agent or the Noteholder (including, but not limited to, actions which
would cause the Collateral Agent or the related Noteholder to be considered a
holder of title, mortgagee-in-possession, or otherwise, or an “owner” or
“operator” of Property not in compliance with applicable environmental
statutes); and

     

    (vi)           preserve
and defend title to the Timeshare Loans (including the right to receive all
payments due or to become due thereunder), the interests in the Timeshare
Properties, or other property included in the Timeshare Loans Collateral and
preserve and defend the rights of the Collateral Agent in the Timeshare Loans
Collateral (including the right to receive all payments due or to become due
thereunder) against the claims of all Persons and parties other than as
permitted hereunder.


    
      
         


      

      
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    (b)           The
Note Issuer will not take any action and will use its commercially reasonable
efforts not to permit any action to be taken by others that would release any
Person from any of such Person’s material covenants or obligations under any
instrument or agreement included in the Timeshare Loans Collateral or that would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or
agreement, except as expressly provided in this Note Purchase Agreement or the
Custodial Agreement or such other instrument or agreement.

     

    (c)           The
Note Issuer may contract with or otherwise obtain the assistance of other
Persons to assist it in performing its duties under this Note Purchase
Agreement, and any performance of such duties by a Person identified to the
Collateral Agent in an Officer’s Certificate of the Note Issuer shall be deemed
to be action taken by the Note Issuer, provided, however, that no
appointment of such Person shall relieve the Note Issuer of its duties and
obligations hereunder.  Initially, the Note Issuer has contracted with
the Servicer, the Collateral Agent and the Custodian pursuant to this Note
Purchase Agreement to assist the Note Issuer in performing its duties under this
Note Purchase Agreement and the other Transaction Documents.

     

    (d)           The
Note Issuer will punctually perform and observe all of its obligations and
agreements contained in this Note Purchase Agreement, the Transaction Documents
and in the instruments and agreements included in the Timeshare Loans
Collateral.

     

    (e)           Without
derogating from the absolute nature of the collateral assignment granted to the
Collateral Agent under this Note Purchase Agreement or the rights of the
Collateral Agent hereunder, the Note Issuer agrees (i) that it will not, without
the prior written consent of the Collateral Agent and the Noteholder, amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Timeshare Loan (except to the extent otherwise provided in this Note Purchase
Agreement or in the Timeshare Loan Documents) or the Transaction Documents, or
waive timely performance or observance by the Servicer, the Collateral Agent,
the Custodian, the Paying Agent or the Depositor under this Note Purchase
Agreement; and (ii) that any such amendment shall not reduce in any manner the
amount of, or accelerate or delay the timing of, distributions that are required
to be made for the benefit of the Noteholder, without the consent of the
Noteholder.  If any such amendment, modification, supplement or waiver
shall be so consented to by the Collateral Agent and the Noteholder, the Note
Issuer agrees, promptly following a request by the Collateral Agent, to execute
and deliver, at its own expense, such agreements, instruments, consents and
other documents as the Collateral Agent may deem necessary or appropriate in the
circumstances.

     

    The Note
Issuer, upon the Note Issuer’s failure to do so, hereby irrevocably designates
the Collateral Agent and the Servicer, severally, its agents and
attorneys-in-fact to execute any financing statement or continuation statement
or Assignment of Mortgage required pursuant to this Section 8.5;
provided, however, that such
designation shall not be deemed to create a duty of the Collateral Agent to
monitor the compliance of the Note Issuer with the foregoing covenants, and
provided, further, that the
duty of the Collateral Agent or the Servicer to execute any instrument required
pursuant to this Section 8.5
shall arise only if a Responsible Officer of the Collateral Agent or the
Servicer, as applicable, has Knowledge of any failure of the Note Issuer to
comply with the provisions of this Section 8.5.


    
      
         


      

      
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    SECTION
8.6         Additional
Covenants.

     

    (a)           The
Note Issuer will not:

     

    (i)    
       sell, transfer, exchange or otherwise
dispose of any portion of the Timeshare Loans Collateral except as expressly
permitted by this Note Purchase Agreement;

     

    (ii)           claim
any credit on, or make any deduction from, the principal of, or interest on, the
Note (other than amounts properly withheld from such payments under the Code) or
any applicable state law or assert any claim against the Noteholder by reason of
the payment of any taxes levied or assessed upon any portion of the Timeshare
Loans Collateral;

     

    (iii)          engage
in any business or activity other than as permitted by this Note Purchase
Agreement, the Trust Agreement and the other Transaction Documents and any
activities incidental thereto, or amend the Trust Agreement as in effect on the
initial Transfer Date other than in accordance with Article XI
thereof;

     

    (iv)          issue
debt or obligations under any indenture or note purchase agreement other than
this Note Purchase Agreement;

     

    (v)           incur
or assume, directly or indirectly, any indebtedness, except for such
indebtedness as may be incurred by the Note Issuer pursuant to this Note
Purchase Agreement, or guaranty any indebtedness or other obligations of any
Person (other than the Timeshare Loans), or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities
of, or any other interest in, or make any capital contribution to, any other
Person (other than the Timeshare Loans);

     

    (vi)         dissolve
or liquidate in whole or in part or merge or consolidate with any other
Person;

     

    (vii)         (A)
permit the validity or effectiveness of this Note Purchase Agreement or any
Grant hereby to be impaired, or permit the Lien of this Note Purchase Agreement
to be amended, hypothecated, subordinated, terminated or discharged, or permit
any Person to be released from any covenants or obligations under this Note
Purchase Agreement, except as may be expressly permitted hereby, (B) permit any
lien, charge, security interest, mortgage or other encumbrance to be created on
or to extend to or otherwise arise upon or burden the Timeshare Loans Collateral
or any part thereof or any interest therein or the proceeds thereof (other than
tax liens, mechanics’ liens and other liens that arise by operation of law, in
each case on any of the Resort Interests and arising solely as a result of an
act or omission of the related Obligor) other than the Lien of this Note
Purchase Agreement or (C) except as otherwise contemplated in this Note Purchase
Agreement, permit the Lien of this Note Purchase Agreement (other than with
respect to any Permitted Liens or such tax, mechanic’s or other lien) not to
constitute a valid first priority security interest in the Timeshare Loans
Collateral;


    
      
         


      

      
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    (viii)       take
any other action or fail to take any actions which may cause the Note Issuer to
be (A) taxable as an association pursuant to Section 7701 of the Code and
the corresponding regulations, (B) a publicly traded partnership taxable as a
corporation pursuant to Section 7704 of the Code and the corresponding
regulations or (C) a taxable mortgage pool pursuant to Section 7701(i) of
the Code and the corresponding regulations; or

     

    (ix)          change
the location of its principal place of business without the prior notice to the
Collateral Agent and the Noteholder.

     

    (b)           Notice of Events of
Default.  Immediately upon the Note Issuer having Knowledge of
the existence of any condition or event which constitutes a Default or an Event
of Default or a Servicer Event of Default, the Note Issuer shall deliver to the
Collateral Agent a written notice describing its nature and period of existence
and what action the Note Issuer is taking or proposes to take with respect
thereto.

     

    (c)           Report on
Proceedings.  Promptly upon the Note Issuer’s becoming aware of
(i) any proposed or pending investigation of it by any governmental
authority or agency; or (ii) any pending or proposed court or
administrative proceeding which involves or is reasonably likely to involve the
possibility of materially and adversely affecting the properties, business,
prospects, profits or condition (financial or otherwise) of the Note Issuer, the
Note Issuer shall deliver to the Collateral Agent a written notice specifying
the nature of such investigation or proceeding and what action the Note Issuer
is taking or proposes to take with respect thereto and evaluating its
merits.

     

    SECTION
8.7        Taxes.

     

    The Note
Issuer shall pay all taxes when due and payable or levied against its assets,
properties or income, including any property that is part of the Timeshare Loans
Collateral, except to the extent the Note Issuer is contesting the same in good
faith and has set aside adequate reserves in accordance with GAAP for the
payment thereof.

     

    SECTION
8.8        Restricted
Payments.

     

    The Note
Issuer shall not, directly or indirectly, (i) pay any dividend or make any
distribution (by reduction of capital or otherwise), whether in cash, property,
securities or a combination thereof, to the Owner Trustee or any owner of a
beneficial interest in the Note Issuer or otherwise with respect to any
ownership or equity interest in or of the Note Issuer, the Club Originator, the
Depositor or to the Servicer, (ii) redeem, purchase, retire or otherwise acquire
for value any such ownership or equity interest or security or (iii) set aside
or otherwise segregate any amounts for any such purpose; provided, however, that the
Note Issuer may make, or cause to be made, payments and distributions to or on
behalf of the Servicer, the Backup Servicer, the Lockbox Bank, the Club
Originator, the Depositor, the Collateral Agent, the Owner Trustee, the
Administrator, the Custodian, the Noteholder and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under,
this Note Purchase Agreement, the Sale Agreement, the Trust Agreement or the
other Transaction Documents.  The Note Issuer will not, directly or
indirectly, make or cause to be made payments to or distributions from the
Collection Account except in accordance with this Note Purchase Agreement and
the other Transaction Documents.


    
      
         


      

      
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    SECTION
8.9         Treatment of Note as Debt
for Tax Purposes.

     

    The Note
Issuer shall treat the Note as indebtedness for all federal, state and local
income and franchise tax purposes.

     

    SECTION
8.10       Further Instruments and
Acts.

     

    Upon
request of the Collateral Agent, the Note Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Note Purchase
Agreement.

     

    ARTICLE
IX.

    SUPPLEMENTAL
NOTE PURCHASE AGREEMENTS

     

    SECTION
9.1         Supplemental Note Purchase
Agreements.

     

    The Note
Issuer and the Collateral Agent, at any time and from time to time, may enter
into one or more Note Purchase Agreements supplemental hereto with the consent
of the Noteholder.

     

    SECTION
9.2         [Reserved.]

     

    SECTION
9.3         [Reserved.]

     

    SECTION
9.4         Effect of Supplemental Note
Purchase Agreements.

     

    Upon the
execution of any supplemental Note Purchase Agreement under this Article IX, this Note
Purchase Agreement shall be modified in accordance therewith, and such
supplemental Note Purchase Agreement shall form a part of this Note Purchase
Agreement for all purposes; and every holder of a Note theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby.

     

    SECTION
9.5         [Reserved.]

     

    ARTICLE
X.

    REDEMPTION
OF THE NOTE

     

    SECTION
10.1       Optional Redemption;
Election to Redeem.

     

    The
Servicer shall have the option to redeem the Note in whole (but not in part) at
any time on or after the Optional Redemption Date and thereby cause the early
repayment of the Note on any date on or after the Optional Redemption Date by
payment of an amount equal to the Redemption Price and any amounts, fees and
expenses that are required to be paid pursuant to Section 3.4
hereof (unless amounts in the Accounts are sufficient to make such
payments).


    
      
         


      

      
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    SECTION
10.2       Notice to Collateral
Agent.

     

    The
Servicer shall give written notice of its intention to redeem the Note to the
Noteholder and the Collateral Agent at least 15 days prior to the Redemption
Date.

     

    SECTION
10.3       Notice of Redemption by the
Servicer.

     

    Notice of
redemption shall be given, in accordance with Section 13.3,
not less than 15 days prior to the Redemption Date to the Noteholder at the
address listed.  All notices of redemption shall state (a) the
Redemption Date, (b) the Redemption Price, (c) that on the Redemption Date, the
Redemption Price will become due and payable, and that interest thereon shall
cease to accrue if payment is made on the Redemption Date and (d) the office of
the Collateral Agent where the Note is to be surrendered for payment of the
Redemption Price.

     

    SECTION
10.4       Deposit of Redemption
Price.

     

    On or
before the Business Day immediately preceding the Redemption Date, the Servicer
shall deposit with the Collateral Agent an amount equal to the Redemption Price
and any amounts, fees and expenses that are required to be paid hereunder (less
any portion of such payment to be made from funds held in any of the
Accounts).

     

    SECTION
10.5       Note Payable on Redemption
Date.

     

    Notice of
redemption having been given as provided in Section 10.3
hereof and deposit of the Redemption Price with the Collateral Agent having been
made as provided in Section 10.4
hereof, the Note shall on the Redemption Date, become due and payable at the
Redemption Price, and, on such Redemption Date, the Note shall cease to accrue
interest.  The Collateral Agent shall apply all available funds in
accordance with Section 3.4(a) hereof
and the Noteholder shall be paid the Redemption Price by the Collateral Agent on
behalf of the Servicer upon presentment and surrender of their Note at the
office of the Collateral Agent.  If the Servicer shall have failed to
deposit the Redemption Price with the Collateral Agent, the principal and
interest with respect to the Note shall, until paid, continue to accrue interest
at the  Note Rate.  The Servicer’s failure to deposit the
Redemption Price shall not constitute an Event of Default
hereunder.

     

    ARTICLE
XI.

    SATISFACTION
AND DISCHARGE

     

    SECTION
11.1       Satisfaction and Discharge
of Note Purchase Agreement.

     

    (a)           This
Note Purchase Agreement shall cease to be of further effect and the Collateral
Agent, on demand of, and at the expense of, the Note Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Note
Purchase Agreement, when:

     

    (i)           the
final installment of principal on the Note (1) has become due and payable,
or (2) will become due and payable at its Stated Maturity, as applicable
within one year, and the Note Issuer has irrevocably deposited or caused to be
deposited (out of Available Funds or amounts received pursuant to Article X hereof)
with the Collateral Agent in trust an amount sufficient to pay and discharge the
entire indebtedness on the Note to the Collateral Agent, for principal and
interest to the date of such deposit (if the Note is then due and payable) or to
the Stated Maturity thereof;


    
      
         


      

      
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     (ii)           the
Note Issuer and the Servicer have paid or caused to be paid (out of Available
Funds or amounts received pursuant to Article X hereof) all
other sums payable hereunder by the Note Issuer and the Servicer for the benefit
of the Noteholder and the Collateral Agent; and

     

    (iii)           the
Note Issuer has delivered to the Collateral Agent an Officer’s Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Note Purchase
Agreement have been complied with.

     

    At such
time, the Collateral Agent shall deliver to the Note Issuer or at the Note
Issuer’s direction all cash, securities and other property held by it as part of
the Timeshare Loans Collateral other than funds deposited with the Collateral
Agent pursuant to Section 11.1(a)(i)
hereof, for the payment and discharge of the Note.

     

    (b)           Notwithstanding
the satisfaction and discharge of this Note Purchase Agreement, the obligations
of the Note Issuer to the Collateral Agent under Section 7.6
hereof and, if money shall have been deposited with the Collateral Agent
pursuant to Section 11.1(a)(i)
hereof, the obligations of the Collateral Agent under Section 11.2 hereof
shall survive.

     

    SECTION
11.2      Application of Trust Money;
Repayment of Money Held by Paying Agent.

     

    All money
deposited with the Collateral Agent pursuant to Section 11.1 hereof
shall be held in trust and applied by the Collateral Agent in accordance with
the provisions of the Note, this Note Purchase Agreement and the Trust
Agreement, to the payment, either directly or through the Paying Agent, as the
Collateral Agent may determine, to the Persons entitled thereto, of the
principal and interest for whose payment such money has been deposited with the
Collateral Agent.

     

    In
connection with the satisfaction and discharge of this Note Purchase Agreement,
all moneys then held by any Paying Agent other than the Collateral Agent under
the provisions of this Note Purchase Agreement with respect to the Note shall,
upon demand of the Note Issuer, be paid to the Collateral Agent to be applied
according to Section 3.4
hereof and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

     

    SECTION
11.3       Timeshare Loans Collateral
Termination Date.

     

    Upon the
full application of (a) moneys deposited pursuant to Article X or this
Article XI or
(b) proceeds of the Timeshare Loans pursuant to Section 3.4 hereof,
the Timeshare Loans Collateral created by this Note Purchase Agreement shall be
deemed to have terminated and all Liens granted hereunder shall be
released.


    
      
         


      

      
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    ARTICLE
XII.

    REPRESENTATIONS
AND WARRANTIES AND COVENANTS

     

    SECTION
12.1      Representations and
Warranties of the Note Issuer.

     

    The Note
Issuer represents and warrants to the Collateral Agent, the Servicer, the Backup
Servicer and the Noteholder as of the initial Transfer Date, as
follows:

     

    (a)           Organization and Good
Standing.  The Note Issuer has been duly formed and is validly
existing and in good standing under the laws of the State of Delaware, with
power and authority to own its properties and to conduct its business as
presently conducted and has the power and authority to own and convey all of its
properties and to execute and deliver this Note Purchase Agreement and the
Transaction Documents and to perform the transactions contemplated hereby and
thereby.

     

    (b)           Binding
Obligation.  This Note Purchase Agreement and the Transaction
Documents to which it is a party have each been duly executed and delivered on
behalf of the Note Issuer and this Note Purchase Agreement and each Transaction
Document to which it is a party constitutes a legal, valid and binding
obligation of the Note Issuer enforceable in accordance with its terms except as
may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting creditors’ rights and by general principles of equity.

     

    (c)           No Consents
Required.  No consent of, or other action by, and no notice to
or filing with, any Governmental Authority or any other party, is required for
the due execution, delivery and performance by the Note Issuer of this Note
Purchase Agreement or any of the Transaction Documents or for the perfection of
or the exercise by the Collateral Agent or the Noteholder of any of their rights
or remedies thereunder which have not been duly obtained.

     

    (d)           No
Violation.  The consummation of the transaction contemplated by
this Note Purchase Agreement and the fulfillment of the terms hereof shall not
conflict with, result in any material breach of any of the terms and provisions
of, nor constitute (with or without notice or lapse of time) a default under,
the organizational documents of the Note Issuer, or any indenture, agreement or
other instrument to which the Note Issuer is a party or by which it is bound;
nor result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than this Note Purchase Agreement).

     

    (e)           No
Proceedings.  There is no pending or, to the Note Issuer’s
Knowledge, threatened action, suit or proceeding, nor any injunction, writ,
restraining order or other order of any nature against or affecting the Note
Issuer, its officers or directors, or the property of the Note Issuer, in any
court or tribunal, or before any arbitrator of any kind or before or by any
Governmental Authority (i) asserting the invalidity of this Note Purchase
Agreement or any of the Transaction Documents, (ii) seeking to prevent the
sale and assignment of any Timeshare Loan or the consummation of any of the
transactions contemplated thereby, (iii) seeking any determination or ruling
that might materially and adversely affect (A) the performance by the Note
Issuer of this Note Purchase Agreement or any of the Transaction Documents or
the interests of the Noteholder, (B) the validity or enforceability of this Note
Purchase Agreement or any of the Transaction Documents, (C) any Timeshare Loan,
or (D) the Intended Tax Characterization, or (iv) asserting a claim for payment
of money adverse to the Note Issuer or the conduct of its business or which is
inconsistent with the due consummation of the transactions contemplated by this
Note Purchase Agreement or any of the Transaction Documents.


    
      
         


      

      
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    (f)           Note Issuer Not
Insolvent. The Note Issuer is solvent and will not become insolvent after
giving effect to the transactions contemplated by this Note Purchase Agreement
and each of the Transaction Documents.

     

    (g)           Name.  The
legal name of the Note Issuer is as set forth in the signature page of this Note
Purchase Agreement and the Note Issuer does not have any trade names, fictitious
names, assumed names or “doing business as” names.

     

    (h)           Eligible Timeshare
Loans.  Each Timeshare Loan subject to the Lien of this Note
Purchase Agreement shall be an Eligible Timeshare Loan as of the applicable
Transfer Date.

     

    SECTION
12.2      Representations and
Warranties of the Servicer.

     

    The
Servicer hereby represents and warrants to the Collateral Agent, the Note
Issuer, the Backup Servicer and the Noteholder, as of the initial Transfer Date,
the following:

     

    (a)           Organization and
Authority.  The Servicer:

     

     (i)            is
a corporation duly organized, validly existing and in good standing under the
laws of the Commonwealth of Massachusetts;

     

     (ii)           has
all requisite power and authority to own and operate its properties and to
conduct its business as currently conducted and as proposed to be conducted as
contemplated by the Transaction Documents to which it is a party, to enter into
the Transaction Documents to which it is a party and to perform its obligations
under the Transaction Documents to which it is a party; and

     

     (iii)           has
made all filings and holds all material franchises, licenses, permits and
registrations which are required under the laws of each jurisdiction in which
the properties owned (or held under lease) by it or the nature of its activities
makes such filings, franchises, licenses, permits or registrations necessary,
except where the failure to make such filing will not have a material adverse
effect on the Servicer’s activities or its ability to perform its obligations
under the Transaction Documents.

     

    (b)           Place of
Business.  The address of the principal place of business and
chief executive office of the Servicer is 4960 Conference Way North, Suite 100,
Boca Raton, Florida 33431 and there have been no other such locations during the
immediately preceding four months.


    
      
         


      

      
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    (c)           Compliance with Other
Instruments, etc.  The Servicer is not in violation of any term
of its certificate of incorporation and by-laws.  The execution,
delivery and performance by the Servicer of the Transaction Documents to which
it is a party do not and will not (i) conflict with or violate the
organizational documents of the Servicer, (ii) conflict with or result in a
breach of any of the terms, conditions or provisions of, or constitute a default
under, or result in the creation of any Lien on any of the properties or assets
of the Servicer pursuant to the terms of any instrument or agreement to which
the Servicer is a party or by which it is bound where such conflict would have a
material adverse effect on the Servicer’s activities or its ability to perform
its obligations under the Transaction Documents or (iii) require any consent of
or other action by any trustee, collateral agent or any creditor of, any lessor
to or any investor in the Servicer.

     

    (d)           Compliance with
Law.  The Servicer is in material compliance with all statutes,
laws and ordinances and all governmental rules and regulations to which it is
subject, the violation of which, either individually or in the aggregate, could
materially adversely affect its business, earnings, properties or condition
(financial or other).  The internal policies and procedures employed
by the Servicer are in material compliance with all applicable statutes, laws
and ordinances and all governmental rules and regulations.  The
execution, delivery and performance of the Transaction Documents to which it is
a party do not and will not cause the Servicer to be in violation of any law or
ordinance, or any order, rule or regulation, of any federal, state, municipal or
other governmental or public authority or agency where such violation would,
either individually or in the aggregate, materially adversely affect its
business, earnings, properties or condition (financial or other).

     

    (e)           Pending Litigation or Other
Proceedings.  Except as specified in “RISK FACTORS” in the
Prospectus and on Schedule II hereto,
there is no pending or, to the best of the Servicer’s Knowledge, threatened
action, suit, proceeding or investigation before any court, administrative
agency, arbitrator or governmental body against or affecting the Servicer which,
if decided adversely, would materially and adversely affect (i) the condition
(financial or otherwise), business or operations of the Servicer, (ii) the
ability of the Servicer to perform its obligations under, or the validity or
enforceability of this Note Purchase Agreement or any other documents or
transactions contemplated under this Note Purchase Agreement, (iii) any
Timeshare Loan or title to any Timeshare Property pursuant to the applicable
Owner Beneficiary Agreement or (iv) the Collateral Agent’s ability to foreclose
or otherwise enforce the Liens of the Timeshare Loans.

     

    (f)           Taxes.  Except
as described on Schedule II hereto,
the Servicer has filed all tax returns (federal, state and local) which are
required to be filed and has paid all taxes related thereto, other than those
which are being contested in good faith or where the failure to file or pay
would not have a material adverse effect on the Servicer’s activities or its
ability to perform its obligations under the Transaction Documents.

     

    (g)           Transactions in Ordinary
Course.  The transactions contemplated by this Note Purchase
Agreement are in the ordinary course of business of the Servicer.

     

    (h)           Securities
Laws.  The Servicer is not an “investment company” or a company
“controlled” by an “investment company” within the meaning of the Investment
Company Act of 1940, as amended.


    
      
         


      

      
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    (i)         
  Proceedings.  The
Servicer has taken all action necessary to authorize the execution and delivery
by it of the Transaction Documents to which it is a party and the performance of
all obligations to be performed by it under the Transaction
Documents.

     

    (j)           
Defaults.  The
Servicer 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, which default would have a material adverse
effect on the transactions contemplated hereunder; and to the Servicer’s
Knowledge, 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.

     

    (k)           Insolvency.  The
Servicer is solvent.  Prior to the date hereof, the Servicer did not,
and is not about to, engage in any business or transaction for which any
property remaining with the Servicer would constitute an unreasonably small
amount of capital.  In addition, the Servicer has not incurred debts
that are expected to be beyond the Servicer’s ability to pay as such debts
matured.

     

    (l)          
No
Consents.  No prior consent, approval or authorization of,
registration, qualification, designation, declaration or filing with, or notice
to any federal, state or local governmental or public authority or agency, is,
was or will be required for the valid execution, delivery and performance by the
Servicer of the Transaction Documents to which it is a party.  The
Servicer has obtained all consents, approvals or authorizations of, made all
declarations or filings with, or given all notices to, all federal, state or
local governmental or public authorities or agencies which are necessary for the
continued conduct by the Servicer of its respective businesses as now conducted,
other than such consents, approvals, authorizations, declarations, filings and
notices which, neither individually nor in the aggregate, materially and
adversely affect, or in the future will materially and adversely affect, the
business, earnings, prospects, properties or condition (financial or other) of
the Servicer.

     

    (m)          Name.  The
legal name of the Servicer is as set forth in the signature page of this Note
Purchase Agreement and the Servicer does not have any trade names, 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.

     

    (n)           Information.  No
document, certificate or report furnished by the Servicer, in writing, pursuant
to this Note Purchase Agreement or in connection with the transactions
contemplated hereby, 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, in light of the
circumstances under which they were made, not misleading.  There are
no facts relating to the Servicer as of the initial Transfer Date which when
taken as a whole, materially adversely affect the financial condition or assets
or business of the Servicer, or which may impair the ability of the Servicer to
perform its obligations under this Note Purchase Agreement, which have not been
disclosed herein or in the certificates, the Prospectus and other documents
furnished by or on behalf of the Servicer pursuant hereto or thereto
specifically for use in connection with the transactions contemplated hereby or
thereby.


    
      
         


      

      
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    (o)           ACH
Form.  The Servicer has delivered a form of the ACH Form
attached to the Sale Agreement to the Backup Servicer for its
review.

     

    SECTION
12.3       Representations and
Warranties of the Collateral Agent.

     

    The
Collateral Agent hereby represents and warrants to the Servicer, the Note
Issuer, the Backup Servicer and the Noteholder as of the Initial Closing Date,
the following:

     

    (a)           The
Collateral Agent is a national banking association duly organized, validly
existing and in good standing under the laws of the United States.

     

    (b)           The
execution and delivery of this Note Purchase Agreement and the other Transaction
Documents to which the Collateral Agent is a party, and the performance and
compliance with the terms of this Note Purchase Agreement and the other
Transaction Documents to which the Collateral Agent is a party by the Collateral
Agent, will not violate the Collateral Agent’s organizational documents or
constitute a default (or an event which, with notice or lapse of time, or both,
would constitute a default) under, or result in a breach of, any material
agreement or other material instrument to which it is a party or by which it is
bound.

     

    (c)           Except
to the extent that the laws of certain jurisdictions in which any part of the
Timeshare Loans Collateral may be located require that a co-collateral agent or
separate collateral agent be appointed to act with respect to such property as
contemplated herein, the Collateral Agent has the full power and authority to
carry on its business as now being conducted and to enter into and consummate
all transactions contemplated by this Note Purchase Agreement and the other
Transaction Documents, has duly authorized the execution, delivery and
performance of this Note Purchase Agreement and the other Transaction Documents
to which it is a party, and has duly executed and delivered this Note Purchase
Agreement and the other Transaction Documents to which it is a
party.

     

    (d)           This
Note Purchase Agreement, assuming due authorization, execution and delivery by
the other parties hereto, constitutes a valid and binding obligation of the
Collateral Agent, enforceable against the Collateral Agent in accordance with
the terms hereof, subject to (i) applicable bankruptcy, insolvency,
reorganization, moratorium and other laws affecting the enforcement of
creditors’ rights generally and the rights of creditors of banks and (ii)
general principles of equity, regardless of whether such enforcement is
considered in a proceeding in equity or at law.

     

    (e)           The
Collateral Agent is not in violation of, and its execution and delivery of this
Note Purchase Agreement and the other Transaction Documents to which it is a
party and its performance and compliance with the terms of this Note Purchase
Agreement and the other Transaction Documents to which it is a party will not
constitute a violation of, any law, any order or decree of any court or arbiter,
or any order, regulation or demand of any federal, state or local governmental
or regulatory authority, which violation, in the Collateral Agent’s good faith
and reasonable judgment, is likely to affect materially and adversely the
ability of the Collateral Agent to perform its obligations under any Transaction
Document to which it is a party.


    
      
         


      

      
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    (f)           No
litigation is pending or, to the best of the Collateral Agent’s knowledge,
threatened against the Collateral Agent that, if determined adversely to the
Collateral Agent, would prohibit the Collateral Agent from entering into any
Transaction Document to which it is a party or, in the Collateral Agent’s good
faith and reasonable judgment, is likely to materially and adversely affect the
ability of the Collateral Agent to perform its obligations under any Transaction
Document to which it is a party.

     

    (g)           Any
consent, approval, authorization or order of any court or governmental agency or
body required for the execution, delivery and performance by the Collateral
Agent of or compliance by the Collateral Agent with the Transaction Documents to
which it is a party or the consummation of the transactions contemplated by the
Transaction Documents has been obtained and is effective.

     

    SECTION
12.4       Multiple
Roles.

     

    The
parties expressly acknowledge and consent to                          ,
acting in the multiple roles of Collateral Agent, the Paying Agent, the
successor Servicer (in the event the Backup Servicer shall not serve as the
successor Servicer) and the Custodian.                           
may, in such capacities, discharge its separate functions fully, without
hindrance or regard to conflict of interest principles, duty of loyalty
principles or other breach of fiduciary duties to the extent that any such
conflict or breach arises from the performance by                          
of express duties set forth in this Note Purchase Agreement in any of such
capacities, all of which defenses, claims or assertions are hereby expressly
waived by the other parties hereto, except in the case of negligence (other than
errors in judgment) and willful misconduct by                          .

     

    SECTION
12.5       Representations and
Warranties of the Noteholder.

     

    The
Noteholder represents and warrants to the Collateral Agent, the Servicer, the
Backup Servicer and the Note Issuer as of the initial Transfer Date, as
follows:

     

    (a)           Organization and Good
Standing.  The Noteholder has been duly formed and is validly
existing and in good standing under the laws of the State of Delaware, with
power and authority to own its properties and to conduct its business as
presently conducted and has the power and authority to own and convey all of its
properties and to execute and deliver this Note Purchase Agreement and the
Transaction Documents and to perform the transactions contemplated hereby and
thereby.  The Noteholder has made all filings and holds all material
franchises, licenses, permits and registrations which are required under the
laws of each jurisdiction in which the assets owned or held by it or the nature
of its activities makes such filings, franchises, licenses, permits or
registrations necessary, except where the failure to make such filing will not
have a material adverse effect on its activities or its ability to perform its
obligations under the Transaction Documents.

     

    (b)           Binding
Obligation.  This Note Purchase Agreement and the Transaction
Documents to which it is a party have each been duly executed and delivered on
behalf of the Noteholder and this Note Purchase Agreement and each Transaction
Document to which it is a party constitutes a legal, valid and binding
obligation of the Noteholder enforceable in accordance with its terms except as
may be limited by bankruptcy, insolvency, moratorium or other similar laws
affecting creditors’ rights and by general principles of
equity.


    
      
         


      

      
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    (c)           No Consents
Required.  No consent of, or other action by, and no notice to
or filing with, any Governmental Authority or any other party, is required for
the due execution, delivery and performance by the Noteholder of this Note
Purchase Agreement or any of the Transaction Documents or for the perfection of
or the exercise by the Collateral Agent of any of their rights or remedies
thereunder which have not been duly obtained.

     

    (d)           No
Violation.  The consummation of the transaction contemplated by
this Note Purchase Agreement and the fulfillment of the terms hereof shall not
conflict with, result in any material breach of any of the terms and provisions
of, nor constitute (with or without notice or lapse of time) a default under,
the organizational documents of the Noteholder, or any indenture, agreement or
other instrument to which the Noteholder is a party or by which it is bound; nor
result in the creation or imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture, agreement or other instrument
(other than this Note Purchase Agreement).

     

    (e)           No
Proceedings.  There is no pending or, to the Noteholder’s
Knowledge, threatened action, suit or proceeding, nor any injunction, writ,
restraining order or other order of any nature against or affecting the
Noteholder, its officers or directors, or the property of the Noteholder, in any
court or tribunal, or before any arbitrator of any kind or before or by any
Governmental Authority (i) asserting the invalidity of this Note Purchase
Agreement or any of the Transaction Documents, (ii) seeking to prevent the
sale and assignment of any Timeshare Loan or the consummation of any of the
transactions contemplated thereby, (iii) seeking any determination or ruling
that might materially and adversely affect (A) the performance by the Noteholder
of this Note Purchase Agreement or any of the Transaction Documents, (B) the
validity or enforceability of this Note Purchase Agreement or any of the
Transaction Documents, (C) any Timeshare Loan, or (D) the Intended Tax
Characterization, or (iv) asserting a claim for payment of money adverse to the
Noteholder or the conduct of its business or which is inconsistent with the due
consummation of the transactions contemplated by this Note Purchase Agreement or
any of the Transaction Documents.

     

    (f)           Noteholder Not
Insolvent. The Noteholder is solvent and will not become insolvent after
giving effect to the transactions contemplated by this Note Purchase Agreement
and each of the Transaction Documents.

     

    (g)           Name.  The
legal name of the Noteholder is as set forth in the signature page of this Note
Purchase Agreement and the Noteholder does not have any trade names, fictitious
names, assumed names or “doing business as” names.

     

    (h)           Compliance.  The
Noteholder is in material compliance with all statutes, laws and ordinances and
all governmental rules and regulations to which it is subject, the violation of
which, either individually or in the aggregate, could materially adversely
affect its business, earnings, properties or condition (financial or
other).  The internal policies and procedures employed by the Noteholder
are in material compliance with all applicable statutes, laws and ordinances and
all governmental rules and regulations.  The execution, delivery and
performance of the Transaction Documents to which the Noteholder is a party do
not and will not cause the Noteholder to be in violation of any law or
ordinance, or any order, rule or regulation, of any federal, state, municipal or
other governmental or public authority or agency where such violation would,
either individually or in the aggregate, materially adversely affect its
business, earnings, properties or condition (financial or
other).


    
      
         


      

      
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    SECTION
12.6       Covenants of the Club
Trustee.

     

    Until the
date on which the Note has been paid in full, the Club Trustee hereby covenants
that:

     

    (a)           No
Conveyance.  The Club Trustee agrees not to convey any Resort
Interest (as defined in the Club Trust Agreement) in the Club relating to a
Timeshare Loan unless the Collateral Agent shall have issued an instruction to
the Club Trustee pursuant to Section 8.07(c)
of the Club Trust Agreement in connection with its exercise of its rights as an
Interest Holder Beneficiary (as defined in the Club Trust Agreement) under Section 7.02 of
the Club Trust Agreement.

     

    (b)           Separate Corporate
Existence.  The Club Trustee shall:

     

     (i)       
    maintain its own deposit account or accounts, separate
from those of any Affiliate, with commercial banking
institutions.  The funds of the Club Trustee will not be diverted to
any other Person or for other than trust or corporate uses of the Club Trustee,
as applicable.

     

     (ii)           ensure
that, to the extent that it shares the same officers or other employees as any
of its stockholders, beneficiaries or Affiliates, the salaries of and the
expenses related to providing benefits to such officers and other employees
shall be fairly allocated among such entities, and each such entity shall bear
its fair share of the salary and benefit costs associated with all such common
officers and employees.

     

     (iii)          ensure
that, to the extent that the Club Trustee and the Servicer (together with their
respective stockholders or Affiliates) jointly do business with vendors or
service providers or share overhead expenses, the costs incurred in so doing
shall be allocated fairly among such entities, and each such entity shall bear
its fair share of such costs.  To the extent that the Club Trustee and
the Servicer (together with their respective stockholders or Affiliates) do
business with vendors or service providers when the goods and services provided
are partially for the benefit of any other Person, the costs incurred in so
doing shall be fairly allocated to or among such entities for whose benefit the
goods and services are provided, and each such entity shall bear its fair share
of such costs.  All material transactions between Club Trustee and any
of its Affiliates shall be only on an arms’ length basis.

     

     (iv)          to
the extent that the Club Trustee and any of its stockholders, beneficiaries or
Affiliates have offices in the same location, there shall be a fair and
appropriate allocation of overhead costs among them, and each such entity shall
bear its fair share of such expenses.


    
      
         


      

      
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     (v)           conduct
its affairs strictly in accordance with the Club Trust Agreement or its amended
and restated articles of incorporation, as applicable, and observe all
necessary, appropriate and customary corporate formalities, including, but not
limited to, holding all regular and special stockholders’, trustees’, collateral
agents’ and directors’ meetings appropriate to authorize all trust and corporate
action, keeping separate and accurate minutes of its meetings, passing all
resolutions or consents necessary to authorize actions taken or to be taken, and
maintaining accurate and separate books, records and accounts, including, but
not limited to, payroll and intercompany transaction accounts.

     

    (c)           Merger or
Consolidation.  The Club Trustee shall not consolidate with or
merge into any other corporation or convey, transfer or lease substantially all
of its assets as an entirety to any Person unless the corporation formed by such
consolidation or into which the Club Trustee, as the case may be, has merged or
the Person which acquires by conveyance, transfer or lease substantially all the
assets of the Club Trustee, as the case may be, as an entirety, can lawfully
perform the obligations of the Club Trustee hereunder and executes and delivers
to the Collateral Agent an agreement in form and substance reasonably
satisfactory to the Collateral Agent which contains an assumption by such
successor entity of the due and punctual performance and observance of each
covenant and condition to be performed or observed by the Club Trustee under
this Note Purchase Agreement.

     

    (d)           Corporate
Matters.  Notwithstanding any other provision of this Section 12.6 and
any provision of law, the Club Trustee shall not do any of the
following:

     

     (i)          
 engage in any business or activity other than as set forth herein or in or
as contemplated by the Club Trust Agreement or its amended and restated articles
of incorporation, as applicable;

     

     (ii)           without
the affirmative vote of a majority of the members of the board of directors (or
Persons performing similar functions) of the Club Trustee (which must include
the affirmative vote of at least one duly appointed Independent Director (as
defined in the Club Trust Agreement)), (A) dissolve or liquidate, in whole or in
part, or institute proceedings to be adjudicated bankrupt or insolvent,
(B) consent to the institution of bankruptcy or insolvency proceedings
against it, (C) file a petition seeking or consent to reorganization or
relief under any applicable federal or state law relating to bankruptcy, (D)
consent to the appointment of a receiver, liquidator, assignee, trustee,
collateral agent, sequestrator (or other similar official) of the corporation or
a substantial part of its property, (E) make a general assignment for the
benefit of creditors, (F) admit in writing its inability to pay its debts
generally as they become due, (G) terminate the Club Managing Entity as manager
under the Club Management Agreement or (H) take any corporate action in
furtherance of the actions set forth in clauses (A) through (G) above; provided, however, that no
director may be required by any shareholder or beneficiary of the Club Trustee
to consent to the institution of bankruptcy or insolvency proceedings against
the Club Trustee so long as it is solvent;

     

     (iii)          merge
or consolidate with any other corporation, company or entity or sell all or
substantially all of its assets or acquire all or substantially all of the
assets or capital stock or other ownership interest of any other corporation,
company or entity; or


    
      
         


      

      
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     (iv)           with
respect to the Club Trustee, amend or otherwise modify its amended and restated
articles of incorporation or any definitions contained therein in a manner
adverse to the Collateral Agent or the Noteholder without the prior written
consent of the Collateral Agent.

     

    (e)           The
Club Trustee shall not incur any indebtedness other than (i) trade payables and
operating expenses (including taxes) incurred in the ordinary course of business
or (ii) in connection with servicing Resort Interests included in the Club’s
Timeshare Loans Collateral in the ordinary course of business consistent with
past practices; provided, that in no event shall the Club Trustee incur
indebtedness for borrowed money.

     

    SECTION
12.7       Representations and
Warranties of the Backup Servicer.

     

    The
Backup Servicer hereby represents and warrants to the Collateral Agent, the Note
Issuer, the Servicer and the Noteholder, as of the initial Transfer Date, the
following:

     

    (a)           Corporate
Representations.

     

     (i)  
         is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Arizona;

     

     (ii)           has
all requisite power and authority to own and operate its properties and to
conduct its business as currently conducted and as proposed to be conducted as
contemplated by the Transaction Documents to which it is a party, to enter into
the Transaction Documents to which it is a party and to perform its obligations
under the Transaction Documents to which it is a party; and

     

     (iii)           has
made all filings and holds all material franchises, licenses, permits and
registrations which are required under the laws of each jurisdiction in which
the properties owned (or held under lease) by it or the nature of its activities
makes such filings, franchises, licenses, permits or registrations necessary,
except where the failure to make such filing will not have a material adverse
effect on the Backup Servicer activities or its ability to perform its
obligations under the Transaction Documents.

     

    (b)           Place of
Business.  The address of the principal place of business and
chief executive office of the Backup Servicer is as set forth in Section 13.3
hereof and there have been no other such locations during the immediately
preceding four months.

     

    (c)           Compliance with Other
Instruments, etc.  The Backup Servicer is not in violation of
any term of its certificate of incorporation and by-laws.  The
execution, delivery and performance by the Backup Servicer of the Transaction
Documents to which it is a party do not and will not (i) conflict with or
violate the organizational documents of the Backup Servicer, (ii) conflict
with or result in a breach of any of the terms, conditions or provisions of, or
constitute a default under, or result in the creation of any Lien on any of the
properties or assets of the Backup Servicer pursuant to the terms of any
instrument or agreement to which the Backup Servicer is a party or by which it
is bound where such conflict would have a material adverse effect on the Backup
Servicer’s activities or its ability to perform its obligations under the
Transaction Documents or (iii) require any consent of or other action by any
trustee, collateral agent or any creditor of, any lessor to or any investor in
the Backup Servicer.


    
      
         


      

      
        77

        
          

        

      

      
         


      

    

     

    (d)           Compliance with
Law.  The Backup Servicer is in material compliance with all
statutes, laws and ordinances and all governmental rules and regulations to
which it is subject, the violation of which, either individually or in the
aggregate, could materially adversely affect its business, earnings, properties
or condition (financial or other).  The internal policies and
procedures employed by the Backup Servicer are in material compliance with all
applicable statutes, laws and ordinances and all governmental rules and
regulations.  The execution, delivery and performance of the
Transaction Documents to which it is a party do not and will not cause the
Backup Servicer to be in violation of any law or ordinance, or any order, rule
or regulation, of any federal, state, municipal or other governmental or public
authority or agency where such violation would, either individually or in the
aggregate, materially adversely affect its business, earnings, properties or
condition (financial or other).

     

    (e)           Pending Litigation or Other
Proceedings.  There is no pending or, to the best of the Backup
Servicer’s Knowledge, threatened action, suit, proceeding or investigation
before any court, administrative agency, arbitrator or governmental body against
or affecting the Backup Servicer which, if decided adversely, would materially
and adversely affect (i) the condition (financial or otherwise), business or
operations of the Backup Servicer, (ii) the ability of the Backup Servicer to
perform its obligations under, or the validity or enforceability of this Note
Purchase Agreement or any other documents or transactions contemplated under
this Note Purchase Agreement, (iii) any property or title of any Obligor to any
Property or (iv) the Collateral Agent’s ability to foreclose or otherwise
enforce the Liens of the Timeshare Loans.

     

    (f)           Taxes.  The
Backup Servicer has filed all tax returns (federal, state and local) which are
required to be filed and has paid all taxes related thereto, other than those
which are being contested in good faith or where the failure to file or pay
would not have a material adverse effect on the Backup Servicer’s activities or
its ability to perform its obligations under the Transaction
Documents.

     

    (g)           Transactions in Ordinary
Course.  The transactions contemplated by this Note Purchase
Agreement are in the ordinary course of business of the Backup
Servicer.

     

    (h)           Securities
Laws.  The Backup Servicer is not an “investment company” or a
company “controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.

     

    (i)           Proceedings.  The
Backup Servicer has taken all action necessary to authorize the execution and
delivery by it of the Transaction Documents to which it is a party and the
performance of all obligations to be performed by it under the Transaction
Documents.

     

    (j)           Defaults.  The
Backup Servicer 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, which default would have a material
adverse effect on the transactions contemplated hereunder; and to the Backup
Servicer’s Knowledge, 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.


    
      
         


      

      
        78

        
          

        

      

      
         


      

    

     

    (k)           Insolvency.  The
Backup Servicer is solvent.  Prior to the date hereof, the Backup
Servicer did not, and is not about to, engage in any business or transaction for
which any property remaining with the Backup Servicer would constitute an
unreasonably small amount of capital.  In addition, the Backup
Servicer has not incurred debts that would be beyond the Backup Servicer’s
ability to pay as such debts matured.

     

    (l)         
  No
Consents.  No prior consent, approval or authorization of,
registration, qualification, designation, declaration or filing with, or notice
to any federal, state or local governmental or public authority or agency, is,
was or will be required for the valid execution, delivery and performance by the
Backup Servicer of the Transaction Documents to which it is a
party.  The Backup Servicer has obtained all consents, approvals or
authorizations of, made all declarations or filings with, or given all notices
to, all federal, state or local governmental or public authorities or agencies
which are necessary for the continued conduct by the Backup Servicer of its
respective businesses as now conducted, other than such consents, approvals,
authorizations, declarations, filings and notices which, neither individually
nor in the aggregate, materially and adversely affect, or in the future will
materially and adversely affect, the business, earnings, prospects, properties
or condition (financial or other) of the Backup Servicer.

     

    (m)          Name.  The
legal name of the Backup Servicer is as set forth in the signature page of this
Note Purchase Agreement, and the Backup Servicer does not have any trade names,
fictitious names, assumed names or “doing business as” names.

     

    (n)           Information.  No
document, certificate or report furnished by the Backup Servicer, in writing,
pursuant to this Note Purchase Agreement or in connection with the transactions
contemplated hereby, 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, in light of the
circumstances under which they were made, not misleading.  There are
no facts relating to the Backup Servicer as of the initial Transfer Date which
when taken as a whole, materially adversely affect the financial condition or
assets or business of the Backup Servicer, or which may impair the ability of
the Backup Servicer to perform its obligations under this Note Purchase
Agreement or any other Transaction Document to which it is a party, which have
not been disclosed herein or in the certificates and other documents furnished
by or on behalf of the Backup Servicer pursuant hereto or thereto specifically
for use in connection with the transactions contemplated hereby or
thereby.


    
      
         


      

      
        79

        
          

        

      

      
         


      

    

     

    ARTICLE
XIII.

    MISCELLANEOUS

     

    SECTION
13.1       Officer’s Certificate and
Opinion of Counsel as to Conditions Precedent.

     

    Upon any
request or application by the Note Issuer (or any other obligor in respect of
the Note) to the Collateral Agent to take any action under this Note Purchase
Agreement, the Note Issuer (or such other obligor) shall furnish to the
Collateral Agent:

     

    (a)           an
Officer’s Certificate (which shall include the statements set forth in Section 13.2
hereof) stating that all conditions precedent and covenants, if any, provided
for in this Note Purchase Agreement relating to the proposed action have been
complied with; and

     

    (b)           at
the request of the Collateral Agent, an Opinion of Counsel (which shall include
the statements set forth in Section 13.2
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been complied with.

     

    SECTION
13.2       Statements Required in
Certificate or Opinion.

     

    Each
certificate or opinion with respect to compliance with a condition or covenant
provided for in this Note Purchase Agreement shall include:

     

    (a)           a
statement that the Person making such certificate or opinion has read such
covenant or condition;

     

    (b)           a
brief statement as to the nature and scope of the examination or investigation
upon which the statements or opinions contained in such certificate or opinion
are based;

     

    (c)           a
statement that, in the opinion of such Person, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as to
whether or not such covenant or condition has been complied with;
and

     

    (d)           a
statement as to whether or not, in the opinion of such Person, such condition or
covenant has been complied with.

     

    SECTION
13.3       Notices.

     

    (a)           All
communications, instructions, directions and notices to the parties thereto
shall be given in writing (i) upon personal delivery to the party to be
notified, (ii) when sent by confirmed facsimile if sent during normal business
hours of the recipient, if not, then on the next Business Day following the date
of the confirmed facsimile; or (iii) upon receipt if sent with a nationally
recognized overnight courier at the following address:


    
      
         


      

      
        80

        
          

        

      

      
         


      

    

     

    If to the
Note Issuer:

     

    BXG
Receivables Note Trust 2009 – A

     

    Attention:         

    Fax:         

     

    with a
copy (which shall not constitute notice) to:

     

    Weinstock
& Scavo, P.C.

    3405
Piedmont Road, N.E.

    Suite
300

    Atlanta,
Georgia 30305

    Attention:  Mark
I. Sanders, Esq.

    Fax:  (404)
231-1618

     

    If to the
Club Trustee:

     

    Vacation
Trust, Inc.

    4950
Communication Avenue

    Suite
900

    Boca
Raton, Florida 33431

    Attention:  Michael
Kaminer

    Fax:  (561)
912-7999

     

    If to the
Servicer:

     

    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

     

    with a
copy (which shall not constitute notice) to:

     

    Weinstock
& Scavo, P.C.

    3405
Piedmont Road, N.E.

    Suite
300

    Atlanta,
Georgia 30305

    Attention:  Mark
I. Sanders, Esq.

    Fax:  (404)
231-1618


    
      
         


      

      
        81

        
          

        

      

      
         


      

    

     

    If to the
Depositor:

     

    [BRFC
2009-A LLC]

           

           

    Attention:         

    Fax:         

     

    If to the
Backup Servicer:

     

                             

           

           

     

    Attention:         

    Fax:         

     

    If to the
Collateral Agent and Paying Agent:

     

                             

           

           

    Attention:         

    Fax:         

    Telephone
Number:         

     

    If to the
Noteholder:

     

    Stratstone/Bluegreen
Secured Income Fund, LLC

           

           

    Attention:         

    Fax:         

     

    with a
copy (which shall not constitute notice) to:

     

    Proskauer
Rose LLP

    1585
Broadway

    New York,
NY 10036

    Attention:
Peter M. Fass, Esq.

    Fax:
(212) 969-2900

    


    or at
such other address as the party may designate by notice to the other parties
hereto, which shall be effective when received.

     

    (b)           The
Collateral Agent agrees to deliver to the Noteholder upon receipt, all notices
and reports that the Collateral Agent may receive hereunder and under any
Transaction Documents.  Unless otherwise provided herein, the
Collateral Agent may consent to any requests received under such documents or,
at its option, follow the directions of the Noteholder within 30 days after
prior written notice to the Noteholder.  Expenses for such
communications and notices shall be borne by the Servicer.


    
      
         


      

      
        82

        
          

        

      

      
         


      

    

     

    SECTION
13.4       No
Proceedings.

     

    The
Noteholder, the Servicer, the Collateral Agent, the Custodian, the Club Trustee
and the Backup Servicer each hereby agrees that it will not, directly or
indirectly institute, or cause to be instituted, against the Note Issuer, the
Timeshare Loans Collateral or the Depositor any proceeding of the type referred
to in Sections
6.1(d) and (e) hereof, so long
as there shall not have elapsed one year plus one day after payment in full of
the Note.

     

    SECTION
13.5       Limitation of Liability of
Owner Trustee.

     

    Notwithstanding
anything contained herein or in any other Transaction Document to the contrary,
it is expressly understood and agreed by the parties hereto that (a) this Note
Purchase Agreement is executed and delivered by                       ,
not individually or personally, but solely as Owner Trustee on behalf of the
Note Issuer, in the exercise of the powers and authority conferred and vested in
it under the Trust Agreement, (b) each of the representations, undertakings and
agreements herein made on the part of the Note Issuer is made and intended not
as a personal representation, undertaking or agreement by                       
but is made and intended for the purpose for binding only the Note Issuer and
the Timeshare Loans Collateral, and (c) under no circumstances shall                       
be personally liable for the payment of any indebtedness or expenses of the Note
Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Note Issuer under this Note
Purchase Agreement or any other related documents.


    
      
         


      

      
        83

        
          

        

      

      
         


      

    


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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    BXG
      RECEIVABLES NOTE TRUST 2009 – A, as

                                    Note
      Issuer

                                  
	 
	
                                    By:

                                  	
                                    _________________________________________,
      as

                                  
	 
      	
                                    Owner
      Trustee

                                  
	 	 
	 
      	
                                    By:

                                  	
                                      

                                  
	 
      	 
      	
                                    Name:

                                  
	 
      	 
      	
                                    Title:

                                  
	 
      	 
      
	
                                    STRATSTONE/BLUEGREEN
      SECURED

                                    INCOME
      FUND, LLC, as Noteholder

                                  
	 
	
                                    By:

                                  	
                                      

                                  
	 
      	
                                    Name:

                                  
	 
      	
                                    Title:

                                  
	 	 
	
                                    BLUEGREEN
      CORPORATION,

                                  
	
                                    as
      Servicer

                                  
	 
      	 
      
	
                                    By:

                                  	
                                      

                                  
	 
      	
                                    Name:  Anthony
      M. Puleo

                                  
	 
      	
                                    Title:  Senior
      Vice President, CFO & Treasurer

                                  
	 	 
	
                                    [BRFC
      2009-A LLC],

                                  
	
                                    as
      Depositor

                                  
	 
      
	
                                    By:

                                  	
                                      

                                  
	 
      	
                                    Name:

                                  
	 
      	
                                    Title:

                                  
	 
      	 
      
	
                                    _____________,

                                  
	
                                    as
      Backup Servicer

                                  
	 
      	 
      
	
                                    By:

                                  	 
      
	 
      	
                                    Name:

                                  
	 
      	
                                    Title:

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Signature
Page to the Note Purchase Agreement


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      
        	
                VACATION
      TRUST, INC.,

              
	
                as
      Club Trustee

              
	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              
	 
      	 
      
	
                _____________,
      as Collateral Agent, Paying Agent

                and
      Custodian

              
	 
      	 
      
	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    STANDARD
DEFINITIONS

     

    “ACH Form” shall mean
the ACH authorization form executed by Obligors substantially in the form
attached as Exhibit
C to each of the Sale Agreement and the Bluegreen Purchase
Agreement.

     

    “Accounts” shall mean
collectively, the Fee and Expense Account, the Lockbox Account, the Collection
Account, the Credit Card Account, the Reinvestment Account, the General Reserve
Account and the Special Reserve Account.

     

    “Acquisition Fee”
shall mean the acquisition fee payable to the Manager equal to (i) in connection
with the Offering, 2.0% of the gross proceeds of the Offering and (ii) in
connection with the acquisition of the Subsequent Timeshare Loans, 2.0% of the
Timeshare Loan Acquisition Price for any Subsequent Timeshare
Loans.

     

    “Act” shall have the
meaning specified in Section 1.4(a) of the
Note Purchase Agreement.

     

    “Additional Servicing
Compensation” shall mean any late fees related to late payments on the
Timeshare Loans, any non-sufficient funds fees, any processing fees, any
Liquidation Expenses collected by and due to the Servicer and any unpaid
out-of-pocket expenses incurred by the Servicer (or incurred by the Remarketing
Agent at the request of the Servicer) during the related Due
Period.

     

    “Advance Amount” shall
mean an amount equal to the amount advanced (or deemed to be advanced) to the
Note Issuer in accordance with Section 2.2 of the
Note Purchase Agreement, but not in excess of $750,000,000.

     

    “Administration
Agreement” shall mean the administration agreement, dated as of ____,
____, by and among the Administrator, the Owner Trustee, the Note Issuer and the
Collateral Agent, as amended, supplemented or otherwise modified from time to
time in accordance with the terms thereof.

     

    “Administrator” shall
mean Bluegreen or any successor under the Administration Agreement.

     

    “Administrator Fee”
shall equal on each Payment Date an amount equal to the product of (i)
one-twelfth and (ii) (A) if Bluegreen or an affiliate thereof is the
Administrator, $12,000.00 and (B) if ______________________ is the
Administrator, $_______.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Affiliate” shall mean
any Person:  (a) which directly or indirectly controls, or is
controlled by, or is under common control with such Person; (b) which directly
or indirectly beneficially owns or holds five percent (5%) or more of the voting
stock of such Person; or (c) for which five percent (5%) or more of the
voting stock of which is directly or indirectly beneficially owned or held by
such Person; provided, however, that under no circumstances shall (i) the Owner
Trustee be deemed to be an Affiliate of the Note Issuer, or the Depositor, nor
shall any of such parties be deemed to be an Affiliate of the Owner Trustee,
(ii) Bluegreen be deemed an Affiliate of any 5% or greater shareholder of
Bluegreen or any Affiliate of such shareholder who is not a Direct Affiliate (as
defined herein) of Bluegreen, nor shall any such shareholder be deemed to be an
Affiliate of Bluegreen or (iii) the Noteholder be deemed an Affiliate of
Bluegreen.  The term “control” means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.  For purposes of this definition, any entity
included in the same GAAP consolidated financial statements as Bluegreen shall
be an Affiliate of Bluegreen (a “Direct
Affiliate”).

     

    “Aggregate Closing Date
Collateral Balance” is the sum of, at any date of determination (i) the
aggregate Transfer Date Loan Balances of the Initial Timeshare Loans and (ii)
the maximum aggregate Transfer Date Loan Balance of Subsequent Timeshare Loans
that have been acquired.

     

    “Aggregate Loan
Balance” means the sum of the Loan Balances for all Timeshare
Loans.

     

    “Aruba Club Loans”
shall mean all timeshare loans originated by the Aruba Originator on or after
January 26, 2004, each secured by Co-op Shares.

     

    “Aruba Originator”
shall mean Bluegreen Properties, N.V., an Aruba corporation.

     

    “Asset Management Fee”
shall mean an asset management fee paid on each Payment Date to the Manager at
the rate of 0.5% per annum of the outstanding principal amount of the Note as of
such Payment Date.

     

    “Assignment of
Mortgage” shall mean, with respect to a Deeded Club Loan, a written
assignment of one or more Mortgages from the related Originator or Seller to the
Collateral Agent, for the benefit of the Noteholder, relating to one or more
Timeshare Loans in recordable form, and signed by an Authorized Officer of all
necessary parties, sufficient under the laws of the jurisdiction wherein the
related Timeshare Property is located to give record notice of a transfer of
such Mortgage and its proceeds to the Collateral Agent.

     

    “Association” shall
mean the not-for-profit corporation, cooperative association or similar
enterprise responsible for operating a Resort.

     

    “Assumption Date”
shall have the meaning specified in the Backup Servicing Agreement.

     

    “Authorized Officer”
shall mean, with respect to any corporation, limited liability company or
partnership, the Chairman of the Board, the President, any Senior Vice
President, any Vice President, the Secretary, the Treasurer, any Assistant
Secretary, any Assistant Treasurer, managing member, board of managers and each
other officer of such corporation or limited liability company or the general
partner of such partnership specifically authorized in resolutions of the board
of directors or board of managers of such corporation or limited liability
company, as the case may be, to sign agreements, instruments or other documents
in connection with the Note Purchase Agreement on behalf of such corporation,
limited liability company or partnership, as the case may be.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    “Available Funds”
shall mean for any Payment Date, (A) all funds on deposit in the Collection
Account after making all transfers, deposits or payments from (i) the Lockbox
Account pursuant to the Lockbox Agreement, (ii) the General Reserve Account
pursuant to Section
3.2(b) of the Note Purchase Agreement, (iii) the Special Reserve Account
pursuant to Section
3.2(c) of the Note Purchase Agreement, (iv) the Reinvestment Account
pursuant to Section
3.2(d) of the Note Purchase Agreement, (v) the Fee and Expense Account
pursuant to Section
3.2(e) of the Note Purchase Agreement, (vi) the Originator or the
Depositor, as the case may be, pursuant to Section 4.6 of the
Note Purchase Agreement, and (vii) the Servicer pursuant to the Note Purchase
Agreement, plus (B) all investment earnings on funds on deposit in the
Collection Account from the immediately preceding Payment Date through such
Payment Date, if any, less (C) amounts on deposit in the Collection Account
related to collections related to any Due Periods subsequent to the Due Period
related to such Payment Date, less (D) any Additional Servicing Compensation on
deposit in the Collection Account, less (E) Misdirected Deposits, if
any.  Notwithstanding anything in the Transaction Documents to the
contrary, Available Funds shall only include amounts described in the foregoing
sentence and not amounts otherwise deposited voluntarily by Bluegreen or any of
its Affiliates.

     

    “Backup Servicer”
shall mean                ,
a          
corporation, and its permitted successors and assigns.

     

    “Backup Servicing
Agreement” shall mean the backup servicing agreement, dated as of      ,
___, by and among the Note Issuer, the Depositor, the Servicer, the Backup
Servicer and the Collateral Agent, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms
thereof.

     

    “Backup Servicing Fee”
shall on each Payment Date (so long as                
is the Backup Servicer), be equal to:

     

    (A)           prior
to the removal or resignation of Bluegreen, as Servicer,
______________________________

     

    (B)           after
the removal or resignation of Bluegreen, as Servicer, an amount equal to the
product of (i) one-twelfth of 1.50% and (ii) the aggregate Loan Balance as of
the first day of the related Due Period.

     

    “Bankruptcy Code”
shall mean the federal Bankruptcy Code, as amended (Title 11 of the United
States Code).

     

    “Beneficiary” shall be
as defined in the Club Trust Agreement.

     

    “Benefit Plan” shall
mean an “employee benefit plan” as defined in Section 3(3) of ERISA, or any
other “plan” as defined in Section 4975(e)(1) of the Code, that is subject to
the prohibited transaction rules of ERISA or of Section 4975 of the Code or any
plan that is subject to any substantially similar provision of federal, state or
local law.

     

    “Bluegreen” shall mean
Bluegreen Corporation, a Massachusetts corporation, and its permitted successors
and assigns.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    “Bluegreen Core
Resorts” shall mean a Resort even if Bluegreen no longer owns substantial
vacation ownership interests in the Resort and includes the following
resorts:  Casa del Mar Resort, Daytona SeaBreezeTM, The Fountains
(f/k/a Oasis Lakes Resort), Grande VillasTM at World Golf Village®, The Hammocks
at Marathon ResortTM, Orlando’s Sunshine ResortTM, Solara SurfsideTM Resort,
Bluegreen Club La Pension, Mountain Run at BoyneTM, The Falls VillageTM Resort,
Bluegreen Wilderness Club at Big Cedar, Bluegreen Wilderness Club at Long Creek
Ranch, BG Club 36TM, Bluegreen at Atlantic Palace, The Suites at HersheyTM,
Carolina GrandeTM, Harbour LightsTM Resort, SeaGlass TowerTM, The Lodge Alley InnTM,
Shore Crest Vacation VillasTM, Laurel CrestTM Resort, MountainLoftTM Resort,
Shenandoah CrossingTM, Bluegreen Wilderness Traveler at ShenandoahTM, BG Patrick
Henry Square, Christmas Mountain VillageTM, Bluegreen Odyssey Dells and La Cabana
Resort and any Future Resorts in which Bluegreen acquires or develops a
significant number of the vacation ownership interests associated with the
Resort.

     

    “Bluegreen Non-Core
Resorts” shall mean a Resort that is not a Bluegreen Core Resort within
the Bluegreen Vacation Club in which Bluegreen may have acquired timeshare
interests in such Resort for resale.

     

    “Bluegreen Purchase
Agreement” shall mean the purchase and contribution agreement, dated as
of _____________, between the Club Originator and the Depositor pursuant to
which the Club Originator sells Timeshare Loans from time to time to the
Depositor.

     

    “Boyne Resort” shall
mean the Resort located in Michigan known as Mountain Run at
BoyneTM.

     

    “Business Day” shall
mean any day other than (i) a Saturday, a Sunday, or (ii) a day on which banking
institutions in New York City, Wilmington, Delaware, the State of Florida, the
city in which the Servicer is located or the city in which the Corporate Trust
Office of the Collateral Agent is located, are authorized or obligated by law or
executive order to be closed.

     

    “Casa del Mar Resort”
shall mean the Resort located in Florida known as Casa del Mar Beach
Resort.

     

    “Certificate” shall
mean the Residual Interest Certificate.

     

    “Certificate Distribution
Account” shall have the meaning specified in Section 5.01 of
the Trust Agreement.

     

    “Certificate of Trust”
shall mean the Certificate of Trust in the form attached as Exhibit A to the
Trust Agreement.

     

    “Certificateholders”
shall mean the holders of the Certificate.

     

    “Closing Date” shall
mean the Initial Closing Date, each Subsequent Closing Date and the Final
Closing Date.

     

    “Closing Date Resort”
shall mean any Resort relating to a Timeshare Loan included within the Timeshare
Loans Collateral as of the Final Loan Date.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    “Club” shall mean
Bluegreen Vacation Club Trust, formed pursuant to the Club Trust Agreement,
doing business as Bluegreen Vacation Club.

     

    “Club Loans” means,
collectively, the Deeded Club Loans and the Aruba Club Loans.

     

    “Club Management
Agreement” shall mean that certain Amended and Restated Management
Agreement between the Club Managing Entity and the Club Trustee, dated as of May
18, 1994, as amended from time to time.

     

    “Club Managing Entity”
shall mean Bluegreen Resorts Management, Inc., a Delaware corporation, in its
capacity as manager of the Club and owner of the Club’s reservation system, and
its permitted successors and assigns.

     

    “Club Originator”
shall mean Bluegreen, in its capacity as an Originator.

     

    “Club Property” shall
mean Timeshare Properties, Owner Beneficiary Rights and Vacation Points, and
with respect to the definition of Upgrade, may also mean, as applicable,
timeshare property unrelated to Timeshare Loans subject to the Lien of the Note
Purchase Agreement.

     

    “Club Trust Agreement”
shall mean, collectively, that certain Bluegreen Vacation Club Trust Agreement,
dated as of May 18, 1994, by and between the Developer and the Club Trustee, as
amended, restated or otherwise modified from time to time, together with all
other agreements, documents and instruments governing the operation of the
Club.

     

    “Club Trustee” shall
mean Vacation Trust, Inc., a Florida corporation, in its capacity as trustee
under the Club Trust Agreement, and its permitted successors and
assigns.

     

    “Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time and any successor
statute, together with the rules and regulations thereunder.

     

    “Collateral Agent”
shall mean                       ,
a national banking association, not in its individual capacity but solely as
Collateral Agent under the Note Purchase Agreement, and any successor as set
forth in Section
7.9 of the Note Purchase Agreement.

     

    “Collateral Agent Fee”
shall mean for each Payment Date, __________.

     

    “Collateral Measurement
Pool” shall have the meaning specified in Section 2.3 of the
Note Purchase Agreement.

     

    “Collection Account”
shall mean the account established and maintained by the Collateral Agent
pursuant to Section
3.2(a) of the Note Purchase Agreement.

     

    “Collection Policy”
shall mean the collection policies of the initial servicer in effect on the
initial Transfer Date attached as Exhibit J to the Note
Purchase Agreement, as may be amended from time to time in accordance with the
Servicing Standard.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    “Completed Unit” shall
mean a Resort Unit which has been fully constructed and furnished, has received
a valid permanent certificate of occupancy, is ready for occupancy and is
subject to a time share declaration.

     

    “Continued Errors”
shall have the meaning specified in Section 5.4 of the
Note Purchase Agreement.

     

    “Co-op Shares” shall
mean a share certificate issued by the timeshare cooperative association of La
Cabana Resort.

     

    “Corporate Trust
Office” shall mean the office of the Collateral Agent located in the
State of Delaware, which office is at the address set forth in Section 13.3 of the
Note Purchase Agreement.

     

    “Credit Card Account”
shall mean the deposit account (account number ___________) established at the
Lockbox Bank, which shall be a non-interest bearing account.

     

    “Credit Card Timeshare
Loan” shall mean a Timeshare Loan where the Obligor makes its payments
due on such Timeshare Loan with credit card payment arrangements.

     

    “Credit Policy” shall
mean the credit and FICO®
score-based underwriting policies of the Originators in effect on the initial
Transfer Date attached as Exhibit I to the Note
Purchase Agreement, as may be amended from time to time in accordance with the
Servicing Standard.

     

    “Custodial Agreement”
shall mean the custodial agreement, dated as of      ,
by and among the Note Issuer, the Depositor, the Servicer, the Backup Servicer,
and the Collateral Agent and Custodian, as the same may be amended, supplemented
or otherwise modified from time to time in accordance with the terms thereof
providing for the custody and maintenance of the Timeshare Loan Documents
relating to the Timeshare Loans.

     

    “Custodian” shall mean
                      ,
a national banking association, or its permitted successors and
assigns.

     

    “Custodian’s
Certification” shall have the meaning specified in Section 2.2(a) of the
Custodial Agreement.

     

    “Custodian Fees” shall
mean for each Payment Date, the fee payable by the Note Issuer to the Custodian
in accordance with Section ____ of the
Custodial Agreement.

     

    “Deeded Club Loan”
shall mean a Timeshare Loan originated by the Club Originator and evidenced by a
Mortgage Note and secured by a first Mortgage on a fee simple timeshare interest
in a Resort Unit or an undivided interest in a Resort (or a phase thereof)
associated with a Resort Unit.

     

    “Default” shall mean
an event which, but for the passage of time, would constitute an Event of
Default under the Note Purchase Agreement.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    “Default Level” shall
mean for any Due Period, the aggregate Loan Balance (without regard to
recoveries) of Timeshare Loans that became Defaulted Timeshare Loans during such
Due Period and not repurchased or substituted by the last day of such Due Period
(less the Loan Balances of Defaulted Timeshare Loans that subsequently became
current during such Due Period which are still subject to the Lien of the Note
Purchase Agreement at such time) divided by the Aggregate Loan Balance on the
first day of such Due Period, expressed as a percentage.

     

    “Defaulted Timeshare
Loan” shall mean a Timeshare Loan (i) for which the Servicer has
commenced cancellation, termination or similar proceedings in respect of the
Obligor on the related Timeshare Loan after collection efforts have failed in
accordance with its collection policies, (ii) for which all or part of a
scheduled payment under the Timeshare Loan is more than 120 days delinquent from
the due date, provided, that with respect to this clause (ii), if a Timeshare
Loan is not more than 120 days delinquent as of the last day of the Due Period,
it shall not be a Defaulted Timeshare Loan as of that date, or (iii) that
otherwise ceases to be an Eligible Timeshare Loan.

     

    “Defective Timeshare
Loan” shall have the meaning specified in Section 4.6 of the
Note Purchase Agreement.

     

    “Delinquency Level”
shall mean for any Due Period, the sum of the Loan Balances of Timeshare Loans
(other than Defaulted Timeshare Loans) that are 61 days or more delinquent on
the last day of such Due Period divided by the Aggregate Loan Balance on the
first day of such Due Period (expressed as a percentage).

     

    “Depositor” shall mean
[BRFC 2009-A LLC], a Delaware limited liability company, and its permitted
successors and assigns.

     

    “Determination Date”
shall mean, with respect to any Payment Date, the day that is five Business Days
prior to such Payment Date.

     

    “Developer” shall mean
Bluegreen Vacations Unlimited, Inc., a Florida corporation, and its permitted
successors and assigns.

     

    “Distribution Reinvestment
Plan” shall mean the distribution reinvestment plan adopted by the
Noteholder, a complete copy of which is included as Appendix B to the
Prospectus.

     

    “Due Period” shall
mean with respect to any Payment Date, the period from the 16th day of
the second preceding calendar month to the 15th day of
the preceding calendar month.  The Due Period for the Initial Payment
Date, shall be the period from and including      ,
___ to      ,
___.

     

    “Eligibility Criteria”
shall mean the following criteria that shall be met for each Timeshare Loan
transferred to the Note Issuer as of the day five Business Days before the
related Transfer Date (it being understood that no Timeshare Loan may be
transferred to the Note Issuer if, after such transfer, more than 20% of the
Timeshare Loans would be secured by Timeshare Loans that are not Deeded Club
Loans secured by a Mortgage):


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                Range
      of Loan Balances

                                              	
                                                ______-_________

                                              
	
                                                Range
      of Coupon Rates

                                              	
                                                _______-________

                                              
	
                                                Minimum
      Coupon Rate

                                              	
                                                ______%

                                              
	
                                                Weighted
      Average Coupon Rate

                                              	
                                                _______%-_____%

                                              
	
                                                Original
      Term to Stated Maturity

                                              	
                                                less
      than or equal to ______

                                              
	
                                                Down
      payment

                                              	
                                                greater
      than or equal to _______%

                                              
	
                                                Weighted
      average down payment

                                              	
                                                greater
      than or equal to _______%

                                              
	
                                                Number
      of payments made

                                              	
                                                1
      month -___ months, without extension other than with respect to an Upgrade
      Club Loan related to the such Original Club Loan

                                              
	
                                                1
      day or more and less than 31 days past due

                                              	 
      
	
                                                31
      days or more past due

                                              	
                                                ______%

                                              
	
                                                Weighted
      average FICO®
      score

                                              	
                                                greater
      than ____

                                              
	
                                                FICO®
      scores missing

                                              	
                                                less
      than __% overall of U.S. purchasers

                                              
	
                                                FICO®
      scores less than 600

                                              	
                                                less
      than __%

                                              
	
                                                FICO®
      scores less than or equal to 700

                                              	
                                                less
      than __%

                                              
	
                                                U.S.
      (including those currently based in military
      installations outside the United States) and Canadian
      borrowers

                                              	
                                                greater
      than or equal to
__%.

                                              


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    “Eligible Bank
Account” shall mean a segregated account, which may be an account
maintained by the Collateral Agent, which is either (a) maintained with a
depositary institution or trust company whose long-term unsecured debt
obligations are rated at least “A” by Fitch and “A2” by Moody’s and whose
short-term unsecured obligations are rated at least “A-l” by Fitch and “P-l” by
Moody’s; or (b) a trust account or similar account maintained at the corporate
trust department of the Collateral Agent held in the name of and for the benefit
of the Noteholder.

     

    “Eligible Investments”
shall mean one or more of the following:

     

    (a)           obligations
of, or guaranteed as to timely payment of principal and interest by, the United
States or any agency or instrumentality thereof when such obligations are backed
by the full faith and credit of the United States;

     

    (b)           federal
funds, certificates of deposit, time deposits and bankers’ acceptances, each of
which shall not have an original maturity of more than 90 days, of any
depository institution or trust company incorporated under the laws of the
United States or any state; provided that the long-term unsecured debt
obligations of such depository institution or trust company at the date of
acquisition thereof have been rated in one of the three highest rating
categories available from S&P and no lower than A2 by Moody’s; and provided,
further, that the short-term obligations of such depository institution or trust
company shall be rated in the highest rating category by S&P or Moody’s, as
the case may be;


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    (c)           commercial
paper or commercial paper funds (having original maturities of not more than 90
days) of any corporation incorporated under the laws of the United States or any
state thereof; provided that any such commercial paper or commercial paper funds
shall be rated in the highest short-term rating category by each of S&P and
Moody’s;

     

    (d)           any
no-load money market fund rated (including money market funds managed or advised
by the Collateral Agent or an Affiliate thereof) in the highest short-term
rating category or equivalent highest long-term rating category by each of
S&P and Moody’s; provided that, Eligible Investments purchased from funds in
the Eligible Bank Accounts shall include only such obligations or securities
that either may be redeemed daily or mature no later than the Business Day next
preceding the next Payment Date; or

     

    (e)           demand
and time deposits in, certificates of deposit of, bankers’ acceptances issued
by, or federal funds sold by any depository institution or trust company
(including the Collateral Agent or any Affiliate of the Collateral Agent, acting
in its commercial capacity) incorporated under the laws of the United States of
America or any State thereof and subject to supervision and examination by
federal and/or state authorities, so long as, at the time of such investment,
the commercial paper or other short-term deposits of such depository institution
or trust company are rated at least P-l by Moody’s and at least A-l by
S&P;

     

    and provided, further, that (i) no
instrument shall be an Eligible Investment if such instrument evidences a right
to receive only interest payments with respect to the obligations underlying
such instrument, and (ii) no Eligible Investment may be purchased at a price in
excess of par.  Eligible Investments may include those Eligible
Investments with respect to which the Collateral Agent or an Affiliate thereof
provides services.

     

    “Eligible Owner
Trustee” shall have the meaning specified in Section 10.01 of the
Trust Agreement.

     

    “Eligible Timeshare
Loan” shall mean a Timeshare Loan which meets all of the criteria set
forth in Schedule
I of the Sale Agreement.

     

    “Equity” shall mean
the “Total Shareholder’s Equity” specified in Bluegreen’s Consolidated Balance
Sheet as reported in Bluegreen’s most recent filing with the Securities and
Exchange Commission.

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended.

     

    “Errors” shall have
the meaning specified in Section 5.4 of the
Note Purchase Agreement.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    “Event of Default”
shall have the meaning specified in Section 6.1 of the
Note Purchase Agreement.

     

    “Fee and Expense
Account” shall mean the account established and maintained by the
Collateral Agent pursuant to Section 3.2(e) of the
Note Purchase Agreement.

     

    “Final Closing Date”
shall mean the final closing date of the Offering as determined by the
Noteholder.

     

    “Final Loan Date”
shall mean the date six (6) months after the Final Closing Date.

     

    “Force Majeure Delay”
shall mean with respect to the Servicer, any cause or event which is beyond the
control and not due to the negligence of the Servicer, which delays, prevents or
prohibits such Person’s delivery of the reports required to be delivered or the
performance of any other duty or obligation of the Servicer under the Note
Purchase Agreement, as the case may be, including, without limitation, computer,
electrical and mechanical failures, acts of God or the elements and fire;
provided, that no such cause or event shall be deemed to be a Force Majeure
Delay unless the Servicer shall have given the Collateral Agent written notice
thereof as soon as practicable after the beginning of such delay.

     

    “Foreclosure Property”
shall have the meaning specified in Section 5.3(a)(xiii)
of the Note Purchase Agreement.

     

    “Future Resort” shall
mean a Resort which is not a Closing Date Resort.

     

    “GAAP” shall mean
generally accepted accounting principles as in effect from time to time in the
United States of America.

     

    “General Reserve
Account” shall mean the account maintained by the Collateral Agent
pursuant to Section
3.2(b) of the Note Purchase Agreement.

     

    “General Reserve Account
Deposit” shall mean an amount equal to 2.80% of any advance (including
amounts deemed to be advanced but excluding the proceeds of the Distribution
Reinvestment Plan) under the Note on any Closing Date.

     

    “Governmental
Authority” shall mean any nation or government, any state or other
political subdivision thereof and any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to
government.

     

    “Grant” shall mean to
grant, bargain, convey, assign, transfer, mortgage, pledge, create and grant a
security interest in and right of set-off against, deposit, set over and
confirm.

     

    “Highest Lawful Rate”
shall have the meaning specified in Section 3 of the Sale
Agreement.

     

    “II” shall mean
Interval International, Inc.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    “Initial Closing Date”
shall mean the initial date of the closing of the Offering as determined by the
Noteholder.

     

    “Initial Payment Date”
shall mean the first Payment Date occurring      days after
the Initial Closing Date.

     

    “Initial Timeshare
Loans” shall mean the Timeshare Loans purchased by the Note Issuer and
pledged to the Collateral Agent out of the proceeds of the public offering of
units of the Noteholder (other than the proceeds of its Distribution
Reinvestment Plan).

     

    “Intended Tax
Characterization” shall have the meaning specified in Section 4.4(b)
of the Note Purchase Agreement.

     

    “Interest Accrual
Period” shall mean with respect to (i) any Payment Date other than the
Initial Payment Date, the period from the 16th day of
the second preceding calendar month to the 15th day of
the preceding calendar month and (ii) the Initial Payment Date, the period from
and including the Initial Closing Date through ____________.

     

    “Interest Distribution
Amount” shall equal, on any Payment Date, the sum of (i) interest accrued
during the Interest Accrual Period at the Note Rate on the Outstanding Note
Balance immediately prior to such Payment Date and (ii) the amount of unpaid
Interest Distribution Amounts from prior Payment Dates for the Note, plus, to
the extent permitted by applicable law, interest on such unpaid amount at the
Note Rate.  The Interest Distribution Amount shall be calculated on
the basis of a 360-day year consisting of twelve 30-day months.

     

    “Knowledge” shall mean
(a) as to any natural Person, the actual awareness of the fact, event or
circumstance at issue or receipt of notification by proper delivery of such
fact, event or circumstance and (b) as to any Person that is not a natural
Person, the actual awareness of the fact, event or circumstance at issue by a
Responsible Officer of such Person or receipt, by a Responsible Officer of such
Person, of notification by proper delivery of such fact, event or
circumstance.

     

    “La Cabana Resort”
shall mean the Resort located in Aruba known as the La Cabana Beach Resort and
Racquet Club.

     

    “Lien” shall mean any
mortgage, pledge, hypothecation, assignment for security, security interest,
claim, participation, encumbrance, levy, lien or charge.

     

    “Liquidation” means
with respect to any Timeshare Loan, the sale or compulsory disposition of a
Foreclosure Property, following foreclosure, termination or other enforcement
action or the taking of a deed-in-lieu of foreclosure, to a Person other than
the Servicer or an Affiliate thereof.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    “Liquidation Expenses”
shall mean, with respect to the Foreclosure Property related to a Defaulted
Timeshare Loan, as of any date of determination, any reasonable out-of-pocket
expenses (exclusive of overhead expenses) incurred by the Servicer or the
Remarketing Agent in connection with the performance of its obligations under
Section 5.3(a)(xiii)
in the Note Purchase Agreement or the Remarketing Agreement, as applicable,
including, but not limited to, (i) any foreclosure, deed-in-lieu of foreclosure
or termination and other repossession expenses incurred with respect to such
Foreclosure Property, (ii) commissions and marketing and sales expenses incurred
by the Servicer or the Remarketing Agent with respect to the remarketing of the
related Foreclosure Property (including the Remarketing Fee), and (iii) any
other fees and expenses reasonably applied or allocated in the ordinary course
of business with respect to the Liquidation of a Foreclosure Property (including
any assessed and unpaid Association fees and real estate taxes).

     

    “Liquidation Proceeds”
means with respect to the Liquidation of any Foreclosure Property related to a
Defaulted Timeshare Loan, the amounts actually received by the Servicer or the
Remarketing Agent in connection with such Liquidation.

     

    “LLC Agreement” shall
mean the amended and restated limited liability company operating agreement,
dated as of      ,
    ,
of the Noteholder.

     

    “Loan Balance” shall
mean, for any date of determination, the outstanding principal balance due under
or in respect of a Timeshare Loan (including a Defaulted Timeshare
Loan).

     

    “Lockbox Account”
shall mean the lockbox deposit account maintained at the Lockbox Bank pursuant
to the Lockbox Agreement, which shall be a non-interest bearing
account.

     

    “Lockbox Agreement”
shall mean the deposit account control agreement, dated as of _______, by and
among the Note Issuer, the Collateral Agent and the Lockbox Bank.

     

    “Lockbox Bank” shall
mean                          .

     

    “Lockbox Fee” shall
mean on each Payment Date, the fee payable by the Note Issuer to the Lockbox
Bank in accordance with the Lockbox Agreement.

     

    “Manager” shall mean
Stratstone Advisors, LLC, a Delaware limited liability company, in its capacity
as manager under the LLC Agreement, and its permitted successors and
assigns.

     

    “Membership Interests”
shall mean the membership interest in the Noteholder.

     

    “Misdirected Deposits”
shall mean such payments that have been deposited to the Collection Account in
error.

     

    “Monthly Servicer
Report” shall have the meaning specified in Section 5.5 of the
Note Purchase Agreement.

     

    “Moody’s” shall mean
Moody’s Investors Service, Inc.

     

    “Mortgage” shall mean,
with respect to a Deeded Club Loan, any purchase money mortgage, deed of trust,
purchase money deed of trust or mortgage deed creating a first lien on a
Timeshare Property to secure debt granted by the Club Trustee on behalf of an
Obligor to the Club Originator with respect to the purchase of such Timeshare
Property and/or the contribution of the same to the Club and otherwise
encumbering the related Timeshare Property to secure payments or other
obligations under such Timeshare Loan.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    “Mortgage Note” shall
mean, with respect to a Deeded Club Loan, the original, executed promissory note
evidencing the indebtedness of an Obligor under a Deeded Club Loan, together
with any rider, addendum or amendment thereto, or any renewal, substitution or
replacement of such note.

     

    “Net Liquidation
Proceeds” shall mean with respect to a Liquidation, the positive
difference between Liquidation Proceeds and Liquidation Expenses.

     

    “Note” shall mean the
Timeshare Loan Secured Note defined in the recitals of the Note Purchase
Agreement.

     

    “Note Issuer” shall
mean BXG Receivables Note Trust 2009 – A, a statutory trust formed under the
laws of the State of Delaware pursuant to the Trust Agreement.

     

    “Note Issuer Order”
shall mean a written order or request delivered to the Collateral Agent and
signed in the name of the Note Issuer by an Authorized Officer of the Note
Issuer or Administrator.

     

    “Note Purchase
Agreement” shall mean the Note Purchase Agreement, dated as of
      , ____, by and among the Note Issuer, the
Noteholder, the Servicer, the Backup Servicer, the Club Trustee, the Collateral
Agent, the Paying Agent and the Custodian, as amended, supplemented or otherwise
modified from time to time in accordance with the terms thereof.

     

    “Note Rate” shall mean
8.00% per annum.

     

    “Noteholder” shall
mean BRG/Bluegreen Secured Income Fund, LLC, and its permitted successors and
assigns.

     

    “Noteholder Surviving
Person” shall have the meaning specified in Section 2.1(f) of the
Note Purchase Agreement.

     

    “Obligor” shall mean
the related obligor under a Timeshare Loan.

     

    “Offering” shall mean
the public offering of Units of the Noteholder, (excluding Units issued under
the Distribution Reinvestment Plan) pursuant to the Prospectus.

     

    “Officer’s
Certificate” shall mean a certificate executed by a Responsible Officer
of the applicable party.

     

    “Opinion of Counsel”
shall mean a written opinion of counsel, in each case acceptable to the
addressees thereof.


    “Optional Purchase
Limit” shall mean, on any date, an amount equal to (x) 15% of the
Aggregate Closing Date Collateral Balance, less (y) the aggregate Loan Balances
(as of the related purchase dates) of all Defaulted Timeshare Loans previously
purchased by the Club Originator pursuant to the Sale Agreement or the Bluegreen
Purchase Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Optional Redemption
Date” shall mean the first date in which the Aggregate Outstanding Note
Balance is less than or equal to 20% of the Advance Amount.

     

    “Optional Substitution
Limit” shall mean, on any date, an amount equal to (x) 20% of the
Aggregate Closing Date Collateral Balance less (y) the aggregate Loan Balances
(as of the related Transfer Dates) of all Defaulted Timeshare Loans previously
substituted by the Originator pursuant to the Sale Agreement or the Bluegreen
Purchase Agreement.

     

    “Organization and Offering
Expenses” shall have the meaning given to them in the LLC Agreement of
the Note Issuer.

     

    “Original Club Loan”
shall mean a timeshare loan for which the related obligor has elected to effect
an Upgrade and an Originator has agreed to effect such Upgrade.

     

    “Originator” shall
mean either the Club Originator or the Aruba Originator.

     

    “Outstanding” shall
mean, with respect to the Note, as of any date of determination, all Notes
theretofore authenticated and delivered under the Note Purchase Agreement
except:

     

    (a)           Notes
theretofore canceled by the Collateral Agent or delivered to the Collateral
Agent for cancellation;

     

    (b)           Notes
or portions thereof for whose payment money in the necessary amount has been
theretofore irrevocably deposited with the Collateral Agent in trust for the
holders of such Notes; and

     

    (c)           Notes
in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to the Note Purchase Agreement unless proof satisfactory to
the Collateral Agent is presented that any such Notes are held by a Person in
whose hands the Note is a valid obligation; provided, however, that in
determining whether the holders of the requisite percentage of the Outstanding
Note Balance of the Notes have given any request, demand, authorization,
direction, notice, consent, or waiver hereunder, Notes owned by the Note Issuer
or any Affiliate of the Note Issuer shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Collateral Agent shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, or waiver, only Notes that a Responsible Officer of the
Collateral Agent actually has notice are so owned shall be so
disregarded.

     

    “Outstanding Note
Balance” shall mean as of any date of determination, the outstanding
principal balance of the Note advanced or deemed to be advanced under the Note
less amounts actually distributed to the Noteholder under Section 3.4 as
payments of principal on the Note.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    “Owner Beneficiary”
shall have the meaning specified in the Club Trust Agreement.

     

    “Owner Beneficiary
Agreement” shall mean the purchase agreement entered into by each Obligor
and the Developer with respect to the Club Loans.

     

    “Owner Beneficiary
Rights” shall have the meaning specified in the Club Trust
Agreement.

     

    “Owner Trustee” shall
mean _________________, ________________________, or any successor thereof,
acting not in its individual capacity but solely as owner trustee under the
Trust Agreement.

     

    “Owner Trustee Corporate
Trust Office” shall mean _________________.

     

    “Owner Trustee Fee”
shall mean an annual fee equal to _________________

     

    “Partial Amortization
Event” shall occur on a Determination Date if the average of the Default
Levels on the Timeshare Loans (which excludes Timeshare Loans that are
substituted for or repurchased) for the last three Due Periods exceeds 0.60% and
shall continue until the Default Level is equal to or less than 0.60% for three
consecutive Due Periods; provided that such
calculation relating to a Partial Amortization Event shall be determined for
each separate Collateral Measurement Pool and a Partial Amortization Event shall
be deemed to have occurred and will continue unless corrected as provided above
if such Partial Amortization Event exists in respect of any single Collateral
Measurement Pool until six months after the Final Closing Date, at which point
the determination of the existence of the Partial Amortization Event shall be
based on the entire portfolio of Collateral Measurement Pools and not based on a
single Collateral Measurement Pool.

     

    “Paying Agent” shall
mean any Person appointed under 4.8(b) of the Note Purchase Agreement and
authorized under the Note Purchase Agreement to make the distributions required
thereunder, which such Person initially shall be the Collateral
Agent.

     

    “Payment Date” shall
mean the 4th day of
each calendar month, or, if such date is not a Business Day, then the next
succeeding Business Day, commencing on the Initial Payment Date.

     

    “Payment Default
Event” shall have occurred if (i) the Note shall become due and payable
pursuant to Section
6.2(a) of the Note Purchase Agreement or (ii) the Note shall otherwise
become due and payable following an Event of Default under the Note Purchase
Agreement and the Collateral Agent has, in its good faith judgment, determined
that the value of the assets comprising the Timeshare Loans Collateral is less
than the Outstanding Note Balance.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    “Permitted Liens”
shall mean (a) with respect to Timeshare Loans in the Timeshare Loans
Collateral, (i) Liens for state, municipal or other local taxes if such taxes
shall not at the time be due and payable, (ii) Liens in favor of the Depositor
and the Note Issuer created pursuant to the Transaction Documents, and (iii)
Liens in favor of the Trust and the Collateral Agent created pursuant to the
Note Purchase Agreement; (b) with respect to the related Timeshare Property, (i)
materialmen’s, warehousemen’s, mechanic’s and other Liens arising by operation
of law in the ordinary course of business for sums not due, (ii) Liens for
state, municipal or other local taxes if such taxes shall not at the time be due
and payable, and (iii) the Obligor’s interest in the Timeshare Property under
the Timeshare Loan whether pursuant to the Club Trust Agreement or otherwise;
and (c) with respect to Timeshare Loans and Related Security in the
Timeshare Loans Collateral, any and all rights of the Beneficiaries referred to
in the Club Trust Agreement under such Club Trust Agreement.

     

    “Person” means an
individual, general partnership, limited partnership, limited liability
partnership, corporation, business trust, joint stock company, limited liability
company, trust, unincorporated association, joint venture, Governmental
Authority, or other entity of whatever nature.

     

    “Pool Close or Closing
Date” shall have the meaning specified in Section 2.3 of the
Note Purchase Agreement.

     

    “Pool Open Date” shall
have the meaning specified in Section 2.3 of the
Note Purchase Agreement.

     

    “Predecessor Servicer Work
Product” shall have the meaning specified in Section 5.4(b)
of the Note Purchase Agreement.

     

    “Prospectus” shall
mean that certain Prospectus, dated ___, ___, as amended or supplemented,
related to the offering of the membership interests in the
Noteholder.

     

    “Qualified Substitute
Timeshare Loan” shall mean a Timeshare Loan (i) that, when aggregated
with other Qualified Substitute Timeshare Loans being substituted on such
Transfer Date, has a Loan Balance, after application of all payments of
principal due and received during or prior to the month of substitution, not in
excess of the Loan Balances of the Timeshare Loans being substituted on the
related Transfer Date, (ii) that complies, as of the related Transfer Date, with
each of the representations and warranties contained in the Bluegreen Purchase
Agreement, including that such Qualified Substitute Timeshare Loan is an
Eligible Timeshare Loan; provided that there will be
no seasoning requirement if a Qualified Substitute Timeshare Loan is an Upgrade
Club Loan replacing an Original Club Loan with the same Obligor, (iii) the
weighted average coupon rate of such Qualified Substitute Timeshare Loan(s) is
not less than 14.50%, and (iv) that does not have a stated maturity later than
_________.

     

    “RCI” shall mean
Resort Condominiums International, LLC (or one of its wholly owned
subsidiaries).

     

    “Receivables” means
the payments required to be made pursuant to a Timeshare Loan.

     

    “Record Date” shall
mean, with respect to any Payment Date, the close of business on the last day of
the related Interest Accrual Period.


    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    “Redemption Date”
shall mean with respect to the redemption of the Note on or after the Optional
Redemption Date, the date fixed pursuant to Section 10.1 of the
Note Purchase Agreement.

     

    “Redemption Price”
shall mean the Outstanding Note Balance, together with interest accrued and
unpaid thereon at the Note Rate up to and including the Redemption
Date.

     

    “Reinvestment Account”
shall mean the account maintained by the Collateral Agent pursuant to Section 3.2(d) of the
Note Purchase Agreement.

     

    “Reinvestment Period”
shall mean the period commencing on the Initial Closing Date and ending (subject
to a Suspension Event) on the fifth anniversary of the Initial Closing
Date.

     

    “Related Security”
shall mean with respect to any Timeshare Loan, (i) all of the Note Issuer’s
interest in the Timeshare Property arising under or in connection with the
related Mortgage, if any, Owner Beneficiary Rights, Vacation Points and the
related Timeshare Loan Files, (ii) all other security interests or liens and
property subject thereto from time to time purporting to secure payment of such
Timeshare Loan, together with any Mortgages, signed by the Club Trustee on
behalf of an Obligor describing any collateral securing such Timeshare Loan,
(iii) all guarantees, insurance and other agreements or arrangements of whatever
character from time to time supporting or securing payment of such Timeshare
Loan, (iv) any assignments of Mortgages and any financing statements, and (v)
all other security and books, records and computer tapes relating to the
foregoing.

     

    “Remarketing Agent”
shall mean Bluegreen.

     

    “Remarketing
Agreement” shall mean that certain remarketing agreement, dated as of
__________, by and among, the Servicer, the Note Issuer, the Remarketing Agent
and the Collateral Agent, as the same may be amended, modified, or supplemented
from time to time in accordance with the terms thereof.

     

    “Remarketing Fee”
shall mean a monthly remarketing fee determined in accordance with the
Remarketing Agreement.

     

    “Repurchase Price”
shall mean with respect to any Timeshare Loan to be purchased by the Originator
pursuant to the Bluegreen Purchase Agreement or the Sale Agreement, an amount
equal to the Loan Balance of such Timeshare Loan as of the date of such purchase
or repurchase, together with all accrued and unpaid interest on such Timeshare
Loan at the related Timeshare Loan Rate to, but not including, the due date in
the then current Due Period.

     

    “Request for Release”
shall be a request for release of Timeshare Loan Documents in the form required
by the Custodial Agreement.

     

    “Reservation
System”:  The reservation system utilized by the Club and owned
by the Club Managing Entity or the related services contracted by the Club
Managing Entity with a third party.


    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    “Residual Interest
Certificate” shall mean the certificate issued under the Trust Agreement,
which represents the economic residual interest of the Trust formed
thereunder.

     

    “Residual Interest
Owner” shall mean the owner of the Residual Interest Certificate issued
by the Note Issuer pursuant to the Trust Agreement, which shall initially be the
Depositor.

     

    “Resort” shall mean,
as the context shall require, the resort at which the Timeshare Property related
to a Timeshare Loan is located and may include any component site resort within
the Bluegreen Vacation Club.

     

    “Resort Interests”
shall mean as defined in the Club Trust Agreement.

     

    “Responsible Officer”
shall mean (a) when used with respect to the Owner Trustee or the Collateral
Agent, any officer assigned to the Owner Trustee Corporate Trust Office or the
Corporate Trust Office, respectively, including any Managing Director, Senior
Vice President, Vice President, Assistant Vice President, Secretary, Assistant
Secretary, Assistant Treasurer, any trust officer or any other officer such
Person customarily performing functions similar to those performed by any of the
above designated officers, and also, with respect to a particular matter, any
other officer to whom such matter is referred because of such officer’s
knowledge of and familiarity with the particular subject; (b) when used with
respect to the Servicer, the Chief Financial Officer, a Senior Vice President, a
Vice President, an Assistant Vice President, the Chief Accounting Officer or the
Secretary of the Servicer; and (c) with respect to any other Person, the
chairman of the board, chief financial officer, the president, a vice president,
the treasurer, an assistant treasurer, the secretary, an assistant secretary,
the controller, general partner, trustee or the manager of such Person; and (d)
with respect to the Noteholder, any officer of the Manager.

     

    “S&P” shall mean
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc.

     

    “Sale Agreement” shall
mean that certain sale agreement, dated as of      ,
____, between the Depositor and the Note Issuer pursuant to which the Depositor
sells the Timeshare Loans, from time to time, to the Note Issuer.

     

    “Sampler Loan” shall
mean a loan originated by Bluegreen pursuant to the terms of a Sampler Program
Agreement.

     

    “Sampler Converted
Loan” shall mean a Timeshare Loan, the Obligor of which, previously had a
Sampler Loan and converted the same to a Timeshare Loan pursuant to the terms of
a Sampler Program Agreement.

     

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


    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    “Schedule of Eligible
Investments” shall mean the list of Eligible Investments delivered
pursuant to the Bluegreen Purchase Agreement and the Sale Agreement, as amended
from time to time to reflect repurchases, which list shall set forth the
following information with respect to each such Eligible Investment in numbered
columns:

     

    
      	
               
      

            	
              1

            	
              Eligible
      Investment

            


    

    
      	
               
      

            	
              2

            	
              Interest
      Rate Per Annum

            


    

    
      	
               
      

            	
              3

            	
              Maturity

            


    

    
      	
               
      

            	
              4

            	
              Par
      Balance

            


    

    
      	
               
      

            	
              5

            	
              Type

            


    

     

    “Schedule of Timeshare
Loans” shall mean the list of Timeshare Loans delivered pursuant to the
Sale Agreement, as amended from time to time to reflect repurchases,
substitutions, Subsequent Timeshare Loans and Qualified Substitute Timeshare
Loans conveyed pursuant to the terms of the Note Purchase Agreement, which list
shall set forth the information with respect to each Timeshare Loan as of the
related Transfer Date, as applicable, in numbered columns.

     

    If the
Schedule of Timeshare Loans is provided in electronic format, it shall be
substantially in the form of Exhibit E to the Custodial Agreement (which, in any
event, shall contain all the information specified above).

     

    “Securities Act” shall
mean the Securities Act of 1933, as amended.

     

    “Seller” shall mean
with respect to (i) the Bluegreen Purchase Agreement, Bluegreen and (ii) the
Sale Agreement, the Depositor.

     

    “Servicer” shall mean
Bluegreen, in its capacity as servicer under the Note Purchase Agreement, the
Backup Servicing Agreement, the Remarketing Agreement and the Custodial
Agreement, and its permitted successors and assigns.

     

    “Servicer Credit Card
Processing Cost” shall have the meaning specified in Section 5.3(c) of the
Note Purchase Agreement.

     

    “Servicer Event of
Default” shall have the meaning specified in Section 5.4 of the
Note Purchase Agreement.

     

    “Servicing Fee” shall
mean for any Payment Date, the product of (i) the Aggregate Loan Balance of all
Timeshare Loans as of the first day of the related Due Period and (ii) (A) if
Bluegreen or an affiliate thereof is Servicer, one-twelfth of 1.50% and (B) if
the Collateral Agent is the successor Servicer,
_________________________.

     

    “Servicing Officer”
shall mean those officers of the Servicer involved in, or responsible for, the
administration and servicing of the Timeshare Loans, as identified on the list
of Servicing Officers furnished by the Servicer to the Collateral Agent and the
Noteholder from time to time.


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    “Servicing Standard”
shall mean, with respect to the Servicer and the Backup Servicer a servicing
standard which complies with applicable law, the terms of the Transaction
Documents, the terms of the respective Timeshare Loans and, to the extent
consistent with the foregoing, in accordance with the customary standard of
prudent servicers of loans secured by timeshare interests similar to the
Timeshare Properties, but in no event lower than the standards employed by it
when servicing loans for its own account or other third parties, but, in any
case, without regard for (i) any relationship that it or any of its Affiliates
may have with the related Obligor, and (ii) its right to receive compensation
for its services under the Note Purchase Agreement or with respect to any
particular transaction.

     

    “Servicer Termination
Costs” shall mean any extraordinary out-of-pocket expenses incurred by
the Collateral Agent associated with the transfer of servicing.

     

    “Similar Law” shall
mean the prohibited transaction rules under ERISA or section 4975 of the Code or
any substantially similar provision of federal, state or local law.

     

    “Special Reserve
Account” shall mean the account maintained by the Collateral Agent
pursuant to Section
3.2(c) of the Note Purchase Agreement.

     

    “Special Reserve Account
Deposit” shall mean an amount equal to 4.38% of any advance (including
amounts deemed to be advanced under the Note, but excluding the proceeds of the
Distribution Reinvestment Plan); provided that no amount shall be deposited in
the Special Reserve Account with respect to Subsequent Timeshare Loans except as
set forth below; and provided further that in the event that the Timeshare Loan
Acquisition Price for Timeshare Loans (including subsequent Timeshare Loans) is
reduced as set forth in the definition of “Timeshare Loan Acquisition Price,” an
additional amount equal to the amount of such reduction shall be deposited in
the Special Reserve Account out of the advances made under the Note or the funds
available for reinvestment, as applicable.

     

    “Special Reserve
Sub-Account” shall mean each sub-account of the Special Reserve Account
maintained by the Collateral Agent pursuant to Section 3.2(c) of the
Note Purchase Agreement.

     

    “Stated Maturity”
shall mean the Payment Date occurring 20 years from the Initial Closing
Date.

     

    “Statutory Trust
Statute” shall mean the Delaware Statutory Trust Act, Chapter 38 of Title
12 of the Delaware Code, 12 Del. C. § 3801, et seq., as the same may be amended
from time to time.

     

    “Subsequent Closing
Date” shall mean any date of closing of the Offering immediately
following the Initial Closing Date through the Final Closing Date, as determined
by the Noteholder.

     

    “Subsequent Timeshare
Loans” shall mean the Timeshare Loans meeting the criteria set forth in
Schedule I of
the Sale Agreement, sold by the Depositor, purchased by the Note Issuer and
pledged to the Collateral Agent on a Transfer Date during the Reinvestment
Period out of the proceeds of the Noteholder’s Distribution Reinvestment Plan or
out of the proceeds of the Reinvestment Account.


    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    “Subsequent Transfer
Notice” shall have the meaning specified in Section 4.2(a)(i)
of the Note Purchase Agreement.

     

    “Substitution Shortfall
Amount” shall mean with respect to any Transfer Date, an amount equal to
the excess of the aggregate Loan Balances of the substituted Timeshare Loans
over the aggregate Loan Balances of the Qualified Substitute Timeshare
Loans.

     

    “Suspension Event”
shall mean (i) a suspension or termination by the Manager or the Depositor of
the Reinvestment Period in accordance with Section 4.2(c) of the
Note Purchase Agreement or (ii) the occurrence of a Trigger Event or Event of
Default.

     

    “Timeshare
Declaration” shall mean the declaration or other document recorded in the
real estate records of the applicable municipality or government office where a
Resort is located for the purpose of creating and governing the rights of owners
of Timeshare Properties related thereto, as it may be in effect from time to
time.

     

    “Timeshare Loan” shall
mean a Club Loan, Initial Timeshare Loan, Subsequent Timeshare Loan or a
Qualified Substitute Timeshare Loan, subject to the Lien of the Note Purchase
Agreement.  As used in the Transaction Documents, the term “Timeshare
Loan” shall include the related Mortgage Note, Mortgage, if any, the Owner
Beneficiary Agreement and other Related Security contained in the related
Timeshare Loan Documents.

     

    “Timeshare Loan Acquisition
Price” shall initially mean (i) with respect to any Initial Timeshare
Loan, an amount equal to 71% of the Loan Balance of such Timeshare Loan at the
close of business on the day preceding the Transfer Date and (ii) with respect
to any Subsequent Timeshare Loan, an amount equal to 75% of the Loan Balance of
such Timeshare Loan at the close of business on the day preceding the Transfer
Date, subject to adjustment (x) pursuant to the purchase price matrix set
forth in Schedule
III of the Note Purchase Agreement, if at the time of such acquisition
any of the Collateral Measurement Pools has cumulative defaults which would
result in an adjustment in the Timeshare Loan Acquisition Price pursuant to the
purchase price matrix; provided
that the Timeshare Loan Acquisition Price shall be readjusted upward
prospectively if the cumulative defaults are less than the levels that would
result in an adjustment for three consecutive Due Periods or (y) by written
agreement between the Note Issuer (which shall be agreed to by the Note Issuer
if the Noteholder consents to such agreement) and the Depositor.  The
purchase price matrix may be modified by written agreement between
the  Note Issuer and the Depositor (which shall be agreed to by the
Note Issuer if the Noteholder consents in writing to such modification).
Timeshare Loans in a Collateral Measurement Pool which have been sold by the
Note Issuer or substituted for other Timeshare Loans shall continue to be
treated as part of the Collateral Measurement Pool for purposes of this
determination.

     

    “Timeshare Loan
Documents” shall mean with respect to each Timeshare Loan and each
Obligor, the related (i) Timeshare Loan Files, and (ii) Timeshare Loan Servicing
Files.

     

    “Timeshare Loan Files”
shall mean, with respect to a Timeshare Loan, all documents related to such
Timeshare Loan, including:


    
      
         


      

      
        21

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              1.

            	
              with
      respect to a Club Loan (other than an Aruba Club Loan), the original
      Mortgage Note executed by the Obligor, endorsed either as (i) “Pay to the
      order of___________, without recourse, representation or warranty” (either
      directly on the Mortgage Note or on an allonge placed with such Mortgage
      Note), by an Authorized Officer of the related Seller (such Authorized
      Officer’s signature may be computer generated), or (ii) a chain of
      endorsement as follows:  “Pay to the order of BRFC 2009-A LLC,
      without recourse, representation or warranty”, “Pay to the order of BXG
      Receivables Note Trust 2009 – A, without recourse, representation or
      warranty” and “Pay to the order of                       ,
      as Collateral Agent, without recourse, representation or warranty except
      as provided in the Note Purchase Agreement dated as of
          , 2009” (either directly on the Mortgage Note or
      on an allonge placed with such Mortgage Note), by an Authorized Officer of
      the related Seller, the Depositor and the Note Issuer (such Authorized
      Officer’s signature may be computer generated), respectively (in the case
      of both clauses (i) and (ii) above, together with a complete chain of
      endorsements from the original payee to the related Seller, if
      applicable);

            


    

     

    
      	
               
      

            	
              2.

            	
              with
      respect to a Club Loan (other than an Aruba Club Loan), (i) an
      original Mortgage with evidence that such Mortgage has been recorded in
      the appropriate recording office or (ii) if such Mortgage has not yet been
      returned to the related Seller by such recording office, a photocopy of
      the unrecorded Mortgage that has been delivered to such recording
      office;

            


    

     

    
      	
               
      

            	
              3.

            	
              with
      respect to a Club Loan (other than an Aruba Club Loan), (i) original
      recorded Assignment(s) of Mortgage (which may be a part of a blanket
      assignment of more than one Club Loan, with the original blanket
      Assignments of Mortgage held by the Custodian in the related master pool
      header file), showing the assignment of such Club Loan from the record
      mortgagee to the Collateral Agent, or (ii) if such Assignments of Mortgage
      have not yet been returned by the related recording office, a photocopy of
      the unrecorded Assignments of Mortgage that have been delivered to such
      recording office (which may be a part of a blanket assignment of more than
      one Club Loan), showing the assignment of such Club Loan from the record
      mortgagee to the Collateral Agent (with evidence (a copy of (A) the
      Federal Express (or similar service) receipt and (B) the check made
      payable to the applicable recording office, being sufficient evidence)
      that such Assignments of Mortgage have been delivered to the appropriate
      recording office for recording), or (iii) if the related Mortgage has
      not yet been returned such that the related Assignment(s) of Mortgage can
      not yet be filed, (A) evidence that such Mortgage has been delivered
      to the appropriate recording office for recordation (the copy of the
      unrecorded Mortgage is evidence that such Mortgage has been sent for
      recording) and (B) Assignments of Mortgage in recordable form (other than
      the Mortgage recording information) duly executed by the last record
      holder of the Mortgage showing the assignment of such Club Loan from the
      record mortgagee to the Collateral Agent (photocopies to be held in the
      related master pool header file shall be
  sufficient).

            


    


    
      
         


      

      
        22

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              4.

            	
              with
      respect to a Club Loan (other than an Aruba Club Loan), the UCC financing
      statement, if any, evidencing that the security interest granted under
      such Timeshare Loan, if any, has been perfected under applicable state
      law;

            


    

     

    
      	
               
      

            	
              5.

            	
              with
      respect to a Club Loan (other than an Aruba Club Loan), (i) a copy of any
      recorded warranty deed transferring legal title to the related Timeshare
      Property to the Club Trustee, or (ii) if such recorded warranty deed has
      not yet been returned to the related Seller, a copy of a warranty deed
      sent for recording;

            


    

     

    
      	
               
      

            	
              6.

            	
              with
      respect to a Club Loan (other than an Aruba Club Loan), either (i) a final
      original lender’s title insurance policy (which may consist of one master
      policy referencing one or more Mortgages) showing no exceptions to
      coverage (other than Permitted Liens) or (ii) a binding unconditional
      commitment to issue a title insurance policy showing no exceptions to
      coverage (other than Permitted Liens) (which may be a master commitment
      referencing one or more Mortgages, the original master commitment to be
      held by the Custodian in the related master pool header file), in all
      cases referencing such Timeshare Loan and insuring Bluegreen Corporation
      and its successors and/or assigns;

            


    

     

    
      	
               
      

            	
              7.

            	
              the
      original of any related assignment or guarantee or, if such original is
      unavailable, a copy thereof certified by an Authorized Officer of the
      related Seller to be a true and correct copy, current and historical
      computerized data files;

            


    

     

    
      	
               
      

            	
              8.

            	
              the
      original of any assumption agreement or any refinancing
      agreement;

            


    

     

    
      	
               
      

            	
              9.

            	
              all
      related Owner Beneficiary Agreements, finance applications, sale and
      escrow documents executed and delivered by the related Obligor with
      respect to the purchase of a Timeshare
Property;

            


    

     

    
      	
               
      

            	
              10.

            	
              all
      other papers and records of whatever kind or description, whether
      developed or originated by an Originator or another Person, required to
      document, service or enforce a Timeshare Loan;
  and

            


    


    
      
         


      

      
        23

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              11.

            	
              any
      additional amendments, supplements, extensions, modifications or waiver
      agreements required to be added to the Timeshare Loan Files pursuant to
      the Note Purchase Agreement, the Credit Policy, the Collection Policy or
      the other Transaction Documents, if
any.

            


    

     

    “Timeshare Loan Rate”
shall mean with respect to any Timeshare Loan, the specified coupon rate
thereon.

     

    “Timeshare Loan Servicing
Files” shall mean with respect to each Timeshare Loan and each Obligor,
the portion of the Timeshare Loan Files necessary for the Servicer to service
such Timeshare Loan including but not limited to (i) a copy of the
truth-in-lending disclosure statement executed by such Obligor, as applicable,
(ii) all writings pursuant to which such Timeshare Loan arises or which
evidences such Timeshare Loan and not delivered to the Custodian, (iii) all
papers and computerized records customarily maintained by the Servicer in
servicing timeshare loans comparable to the Timeshare Loans in accordance with
the Servicing Standard and (iv) each Timeshare Program Consumer Document (not
the original), if applicable, related to the applicable Timeshare
Property.

     

    “Timeshare Loans
Collateral” shall have the meaning specified in Section 4.1(a) of the
Note Purchase Agreement.

     

    “Timeshare Program”
shall mean the program under which (1) an Obligor has purchased a Timeshare
Property and (2) an Obligor shares in the expenses associated with the operation
and management of such program.

     

    “Timeshare Program Consumer
Documents” shall mean, as applicable, the Owner Beneficiary Agreement,
Mortgage Note, Mortgage, rescission right notices, public offering statements
and other documents and disclosures used or to be used by an Originator in
connection with the sale of Timeshare Properties.

     

    “Timeshare Program Governing
Documents” shall mean the articles of organization or articles of
incorporation of each Association, the rules and regulations of each
Association, the Timeshare Program management contract between each Association
and a management company, and any subsidy agreement by which an Originator is
obligated to subsidize shortfalls in the budget of a Timeshare Program in lieu
of paying assessments, as they may be from time to time in effect and all
amendments, modifications and restatements of any of the foregoing.

     

    “Timeshare Property”
shall mean (i) with respect to a Deeded Club Loan, a fee simple timeshare
interest in a Resort Unit or an undivided interest in a Resort (or phase
thereof) associated with a Resort Unit and (ii) with respect to an Aruba Club
Loan, Co-op Shares.


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    “Transaction
Documents” shall mean the Note Purchase Agreement, the Bluegreen Purchase
Agreement, the Sale Agreement, the Lockbox Agreement, the Backup Servicing
Agreement, the Administration Agreement, the Remarketing Agreement, the
Custodial Agreement, the Note Purchase Agreement and all other agreements,
documents or instruments (other than the Timeshare Loan Documents) delivered in
connection with the transactions contemplated thereby.

     

    “Transfer Date” shall
mean with respect to (i) an Initial Timeshare Loan or a Subsequent Timeshare
Loan, the date on which the Note Issuer purchases such Initial Timeshare Loan or
Subsequent Timeshare Loan from a Seller and pledges such Timeshare Loan to the
Collateral Agent to be included as part of the Timeshare Loans Collateral, and
(ii) a Qualified Substitute Timeshare Loan, the date on which the Originator
substitutes one or more Timeshare Loans in accordance with Section 4.6 of the
Note Purchase Agreement.

     

    “Transfer Date Loan
Balance” shall mean the Aggregate Loan Balance on any Transfer Date
related to the transfer on such date.

     

    “Treasury Regulations”
shall mean the regulations, included proposed or temporary regulations,
promulgated under the Code.  References herein to specific provisions
of proposed or temporary regulations shall include analogous provisions of final
Treasury Regulations or other successor Treasury Regulations.

     

    “Trigger Event” shall
occur on any Determination Date if (a) the average of the Delinquency Levels for
the last three Due Periods is equal to or greater than 6% and shall continue
until the Delinquency Levels are less than 6% for three consecutive Due Periods
or (b) the average of the Default Levels on the Timeshare Loans (which excludes
Timeshare Loans that are substituted for or repurchased) for the last three Due
Periods exceeds 1.40% and shall continue until the Default Level is equal to or
less than 1.40% for three consecutive Due Periods; provided that such
calculation relating to a Trigger Event shall be determined for each separate
Collateral Measurement Pool and a Trigger Event shall be deemed to have occurred
and will continue unless corrected as provided above if such Trigger Event
exists in respect of any single Collateral Measurement Pool until six months
after the Final Closing Date, at which point the determination of the existence
of the Trigger Event shall be based on the entire portfolio of Collateral
Measurement Pools and not based on a single Collateral Measurement
Pool.

     

    “Trust Agreement”
shall mean the amended and restated trust agreement, dated as of     ,
___, by and among the Depositor and the Owner Trustee.

     

    “Trust Paying Agent”
shall have the meaning specified in Section 3.09 of the
Trust Agreement.

     

    “UCC” shall mean the
Uniform Commercial Code as from time to time in effect in the applicable
jurisdiction or jurisdictions.

     

    “Unit(s)”:  One
individual air-space condominium unit, cabin, villa, cottage, townhome or lot
within a Resort, together with all furniture, fixtures and furnishings therein,
if applicable, and together with any and all interests in common elements
appurtenant thereto, as provided in the related Timeshare Program Governing
Documents.


    
      
         


      

      
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    “Upgrade” shall mean
the process in which an obligor of an Original Club Loan elects to (a)(i)
reconvey the existing Club Property for new Club Property (such new Club
Property having a greater dollar value than the existing Club Property) and (ii)
cancel the Original Club Loan in exchange for an Upgrade Club Loan secured by
such new Club Property or (b)(i) acquires additional Club Property and (ii)
cancels the Original Club Loan in exchange for an Upgrade Club Loan from the
Club Originator secured by the existing Club Property and the additional Club
Property.

     

    “Upgrade Club Loan”
shall mean the new timeshare loan originated by an Originator in connection with
an Upgrade.

     

    “Vacation Points”
shall have the meaning specified in the Club Trust Agreement.


    
      
         


      

      
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