Execution Copy 


SECOND AMENDED AND RESTATED NOTE FUNDING
AGREEMENT 


Dated as of June 1, 2009 


among


BXG TIMESHARE TRUST I 

as Issuer,


BLUEGREEN CORPORATION 

as Seller and Servicer,


BLUEGREEN TIMESHARE FINANCE CORPORATION I 

as Depositor,


THE PURCHASERS PARTIES HERETO, 

and


BRANCH BANKING AND TRUST COMPANY, 

as Agent


	
 

	
 

	
 


	
 

	


	
 


	
 


	
Relating to


	
BXG TIMESHARE TRUST I


	
Timeshare Loan-Backed VFN Notes, Series I


	
 


	
 

	



	
 












TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
Page 


	
 

	
 

	
 

	
 

	



	
 

	
 

	
 

	
 

	
 


	
SECTION I. 

	
DEFINITIONS

	
 

	
1


	
Section 1.1.

	
 

	
Definitions

	
 

	
1


	
Section 1.2.

	
 

	
Other
 Definitional Provisions

	
 

	
1


	
 


	
SECTION II. 

	
AMOUNT AND
 TERMS OF COMMITMENTS

	
 

	
1


	
Section 2.1.

	
 

	
Purchases

	
 

	
2


	
Section 2.2.

	
 

	
Reductions,
 Increases and Extensions of Commitments

	
 

	
3


	
Section 2.3.

	
 

	
Fees,
 Expenses, Payments, Etc

	
 

	
4


	
Section 2.4.

	
 

	
Indemnification

	
 

	
5


	
Section 2.5.

	
 

	
Funding
 Termination Event

	
 

	
7


	
Section 2.6.

	
 

	
Notification
 of Note Rate

	
 

	
7


	
 


	
SECTION III.
 

	
CONDITIONS
 PRECEDENT

	
 

	
8


	
Section 3.1.

	
 

	
[Reserved]

	
 

	
8


	
Section 3.2.

	
 

	
Condition to
 Borrowings

	
 

	
10


	
Section 3.3.

	
 

	
Transfers Pursuant
 to Section 2.2(e)

	
 

	
11


	
 


	
SECTION IV. 

	
REPRESENTATIONS
 AND WARRANTIES

	
 

	
11


	
Section 4.1.

	
 

	
Representations
 and Warranties of Bluegreen

	
 

	
11


	
Section 4.2.

	
 

	
Representations
 and Warranties of the Issuer

	
 

	
14


	
Section 4.3.

	
 

	
Representations
 and Warranties of the Depositor

	
 

	
16


	
 


	
SECTION V. 

	
COVENANTS

	
 

	
18


	
Section 5.1.

	
 

	
Covenants

	
 

	
18


	
 


	
SECTION VI. 

	
TAXES, ETC

	
 

	
23


	
Section 6.1.

	
 

	
[Reserved]

	
 

	
23


	
Section 6.2.

	
 

	
[Reserved]

	
 

	
24


	
Section 6.3.

	
 

	
Taxes

	
 

	
24


	
Section 6.4.

	
 

	
Nonrecourse
 Obligations; Limited Recourse

	
 

	
26


	
 


	
SECTION VII.
 

	
THE AGENT

	
 

	
26


	
Section 7.1.

	
 

	
Appointment

	
 

	
26


	
Section 7.2.

	
 

	
Delegation
 of Duties

	
 

	
27


	
Section 7.3.

	
 

	
Exculpatory
 Provisions

	
 

	
27


	
Section 7.4.

	
 

	
Reliance by
 Agent

	
 

	
27


	
Section 7.5.

	
 

	
Notices

	
 

	
28


	
Section 7.6.

	
 

	
Non-Reliance
 on Agent and Other Purchasers

	
 

	
28


	
Section 7.7.

	
 

	
Indemnification

	
 

	
28


	
Section 7.8.

	
 

	
Agent in Its
 Individual Capacities

	
 

	
29


	
Section 7.9.

	
 

	
Successor
 Agent

	
 

	
29


	
Section 7.10.

	
 

	
Communications

	
 

	
29


	
Section 7.11.

	
 

	
Control by
 Purchasers

	
 

	
29





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SECTION
 VIII. 

	
SECURITIES
 LAWS; TRANSFERS

	
 

	
30


	
Section 8.1.

	
 

	
Transfers of
 Notes

	
 

	
30


	
Section 8.2.

	
 

	
Register of
 Purchasers

	
 

	
33


	
 


	
SECTION IX. 

	
MISCELLANEOUS

	
 

	
34


	
Section 9.1.

	
 

	
Amendments
 and Waivers

	
 

	
34


	
Section 9.2.

	
 

	
Notices

	
 

	
34


	
Section 9.3.

	
 

	
No Waiver;
 Cumulative Remedies

	
 

	
35


	
Section 9.4.

	
 

	
Successors
 and Assigns

	
 

	
36


	
Section 9.5.

	
 

	
Counterparts

	
 

	
36


	
Section 9.6.

	
 

	
Severability

	
 

	
36


	
Section 9.7.

	
 

	
Integration

	
 

	
36


	
Section 9.8.

	
 

	
Governing
 Law

	
 

	
36


	
Section 9.9.

	
 

	
Termination

	
 

	
36


	
Section 9.10.

	
 

	
Limited
 Recourse; No Proceedings

	
 

	
36


	
Section 9.11.

	
 

	
Survival of
 Representations and Warranties

	
 

	
37


	
Section 9.12.

	
 

	
Submission
 to Jurisdiction; Waivers

	
 

	
37


	
Section 9.13.

	
 

	
WAIVERS OF
 JURY TRIAL

	
 

	
38


	
Section 9.14.

	
 

	
Limitation
 of Liability of Owner Trustee

	
 

	
38


	
Section 9.15.

	
 

	
[RESERVED]

	
 

	
38


	
Section 9.16.

	
 

	
Hedging
 Requirements

	
 

	
39





LIST OF EXHIBITS


	
 

	
 

	
 


	
EXHIBIT A

	
 

	
Form of
 Investment Letter


	
EXHIBIT B

	
 

	
Form of
 Joinder Supplement


	
EXHIBIT C

	
 

	
Form of
 Transfer Supplement


	
EXHIBIT D

	
 

	
Form of
 Borrowing Notice


	
 

	
 

	
 


	
Schedule A

	
 

	
Subsidiaries
 and Divisions


	
Schedule B

	
 

	
Tradenames


	
Schedule C

	
 

	
Material
 Transactions


	
Schedule
 4.1(k)

	
 

	
Tax Schedule





-ii-






                    This
SECOND AMENDED AND RESTATED NOTE FUNDING AGREEMENT (this “Agreement”), dated as of June 1, 2009, by
and among BXG TIMESHARE TRUST I, a Delaware statutory trust (the “Issuer”), BLUEGREEN CORPORATION, a
Massachusetts corporation (“Bluegreen”),
BLUEGREEN TIMESHARE FINANCE CORPORATION I, a Delaware corporation (the “Depositor”), the PURCHASERS from time to
time parties hereto (collectively, the “Purchasers”)
and BRANCH BANKING AND TRUST COMPANY (“BB&T”),
a North Carolina corporation, as agent for the Purchasers (together with its
successors in such capacity, the “Agent”)
hereby amends and restates in its entirety that certain Amended and Restated
Note Funding Agreement, dated as of March 1, 2008, as amended by Omnibus
Amendment No. 2, dated as of May 22, 2009, by and among the parties hereto and
the other parties named therein, and as further amended by Omnibus Amendment
No. 3, dated as of June 25, 2009, by and among the parties hereto and the other
parties named therein (the “Amended Agreement”),
by and among the parties hereto. 


WITNESSETH:


                    WHEREAS,
the parties hereto desire to amend and restate in its entirety the Amended
Agreement as provided herein, and all actions required to do so under the
Amended Agreement have been taken; 


                    WHEREAS,
the Issuer, Bluegreen and U.S. Bank National Association, a national banking
association, as Indenture Trustee (together with its successors in such
capacity, the “Indenture Trustee”),
are parties to a certain Amended and Restated Indenture, dated as of March 1,
2008 (as the same may from time to time be amended or otherwise modified, the “Indenture”), pursuant to which the
Issuer
has issued its Timeshare Loan-Backed VFN Notes, Series I, Class A (the “Class A Notes”), Timeshare Loan-Backed VFN
Notes, Series I, Class B (the “Class B Notes”),
Timeshare Loan-Backed VFN Notes, Series I, Class C (the “Class C Notes”), Timeshare Loan-Backed VFN
Notes, Series I, Class D (the “Class D Notes”),
Timeshare Loan-Backed VFN Notes, Series I, Class E (the “Class E Notes”, and together with the Class
A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “Notes”); and 


                    WHEREAS,
the Issuer may, from time to time, subject to and in accordance with the terms
of the Indenture and this Agreement, request Borrowings, such Borrowings to be
evidenced by the Notes. 


                    NOW
THEREFORE, in consideration of the mutual covenants herein contained, and other
good and valuable consideration, the receipt and adequacy of which are hereby
expressly acknowledged, the parties hereto agree as follows: 


SECTION
I.          DEFINITIONS


                    Section
1.1.           Definitions.
Capitalized terms used but not defined herein shall have the meanings set forth
in the “Second Amended and Restated Standard Definitions” attached hereto as Annex
A. 






                    Section
1.2.          Other
Definitional Provisions. (a) Unless otherwise specified therein, all terms
defined in this Agreement shall have the defined meanings when used in any
certificate or other document made or delivered pursuant hereto. 


                                 
(b)           The words
“hereof”, “herein”, and “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; and Section, subsection and Exhibit
references are to this Agreement, unless otherwise specified. The words
“including” and “include” shall be deemed to be followed by the words “without
limitation”. 


SECTION II.
          AMOUNT AND TERMS OF
COMMITMENTS


                    Section
2.1.          Purchases.
(a) Each Purchaser hereby directs that the Notes be registered in the name of
the Agent, as nominee on behalf of the Purchasers from time to time hereunder. 



                                 
(b)           On and subject
to the terms and conditions of this Agreement from the Amendment Date and prior
to the Facility Termination Date, each Committed Purchaser severally, agrees to
advance its Commitment Percentage of each Borrowing requested; provided that in
no event shall a Committed Purchaser be required on any date to make an advance
exceeding its aggregate Available Commitment, (determined prior to giving
effect to such advance or the Maximum Borrowing Amount); provided, further that
in no event shall Borrowings occur more frequently than once every calendar
month unless otherwise approved by the Agent.  


                                 
(c)           Such advance
shall be made available to the Issuer, subject to the satisfaction of the
conditions specified in Section 3.2 hereof, at or prior to 2:00 p.m. New York
City time on the applicable Funding Date by deposit of immediately available
funds to an account designated by the Issuer to the Agent. 



                                 
(d)           Each Borrowing
on the applicable Funding Date shall be made on prior notice from the Issuer
received by the Agent (such notice, a “Borrowing
Notice”) not later than 10:00 a.m. New York City time on the second
Business Day preceding such Funding Date. Each Borrowing Notice shall be
irrevocable and shall specify (i) the aggregate amount of the Borrowing, which
may not exceed the Maximum Borrowing Amount, and (ii) the applicable Funding
Date (which shall be a Business Day) and shall be in substantially in the form
attached hereto as Exhibit D. Borrowings may occur on any Business Day. The Agent
shall promptly forward a copy of all Borrowing Notices to each Purchaser no
later than Noon on the same day received.  


                                 
(e)           Pursuant to the
Indenture, the Issuer shall issue five Classes of Notes – the Class A Notes,
the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes.
Each Borrowing shall be evidenced by a corresponding increase in the
Outstanding Note Balance of each Class of Notes. A Class of Notes will have its
Outstanding Note Balance increased on each Funding Date by an amount equal to
the product of (A) the amount of such Borrowing and (B) such Class’ Percentage
Interest. 


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(f)            Payments on the
Notes shall be made as provided in the Indenture and the Agent shall allocate
to the Purchasers each payment in respect of the Notes received by the Agent in
its capacity as nominee of the Purchasers. 


                                 
(g)          The Agent shall
keep records of each Borrowing, each Interest Accrual Period applicable
thereto, the interest rate(s) applicable to the Notes and each payment of
principal and interest thereon. Such records shall be rebuttably presumptive
evidence of the subject matter thereof absent manifest error. 



                                 
(h)           The aggregate
minimum advance for a Funding Date shall be $4,000,000; provided, however, that
if the Available Commitment shall be less than $4,000,000, the minimum advance
shall be equal to the Available Commitment.  



                    Section
2.2.           Reductions,
Increases and Extensions of Commitments. (a) At any time the Issuer may, acting
at the direction of the Residual Interest Owner, upon at least three Business
Days’ prior written notice to the Agent, terminate the Commitments or reduce
the aggregate Commitments; provided, however, such Commitments may not be
reduced to an amount less than $50,000,000; provided, further, that any such
reduction shall not entitle the Issuer to prepay the balance of the Notes other
than through Available Funds. Each such partial reduction shall be in an
aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess
thereof (or such other amount requested by the Issuer to which the Committed
Purchasers consent). Reductions of the aggregate Commitments pursuant to this
subsection 2.2(a) shall be allocated pro
rata among the Committed Purchasers in accordance with each
Committed Purchaser’s Commitment Percentage. At any time, the Agent may upon
the request of the Residual Interest Owner and the consent of all the Committed
Purchasers (which consent may be withheld in their sole discretion), increase
the Commitments of the Committed Purchasers.  


                                 
(b)           On the Facility
Termination Date, the Commitment of each Committed Purchaser shall be
automatically reduced to zero. 



                                 
(c)            On the
Amendment Date, Branch Banking and Trust Company has executed an amended and
restated Joinder Supplement (as defined below) and on the Amendment Date is a
Committed Purchaser hereunder. Subject to the provisions of subsections 8.1(a)
and 8.1(b), any other Person may from time to time with the consent of the
Agent and the Issuer become a party to this Agreement as a Purchaser by (i)
delivering to the Issuer an Investment Letter and (ii) entering into an
agreement substantially in the form attached hereto as Exhibit B hereto (a “Joinder Supplement”), with the Agent and
the Issuer, acknowledged by the Servicer, which shall specify (A) the name and
address of such Person for purposes of Section 9.2 hereof, (B) its Commitment,
if any, and (C) the other information provided for in such form of Joinder
Supplement. Upon its receipt of a duly executed Joinder Supplement, the Agent
shall on the effective date determined pursuant thereto give notice of such
effectiveness to the Issuer, the Servicer and the Indenture Trustee.  


                                 
(d)           A Joinder
Supplement may provide for a reduction in the Commitment of a Committed
Purchaser if, in accordance with the terms thereof, proper notice is delivered
to the Agent, the Issuer and the Servicer. At any time such notice is received
from a 


-3-






Committed
Purchaser, the Commitment of such Committed Purchaser shall be reduced as
provided for therein. 


                                 
(e)            So long as no
Event of Default has occurred and is continuing (unless otherwise agreed by the
Agent), no more than 75 and no less than 45 days prior to the Commitment
Expiration Date, the Issuer may request, through the Agent, that each Purchaser
extend the Commitment Expiration Date to a date which is up to 364 days after
the Commitment Expiration Date then in effect, which decision will be made by
each Purchaser in its sole discretion. Upon receipt of any such request, the
Agent shall promptly notify each Purchaser thereof. Within 10 Business Days of
notice from the Agent, each Purchaser shall notify the Agent of its willingness
or refusal to so extend the Commitment Expiration Date (the “Extension Notice Deadline”). The Agent
shall notify the Issuer of such willingness or refusal by the Purchasers within
five Business Days of the Extension Notice Deadline. If any Purchaser notifies
the Agent of its refusal to extend or does not expressly notify the Agent that
it is willing to extend the Commitment Expiration Date by the applicable
Extension Notice Deadline (each a “Non-Extending
Purchaser”), the Commitment Expiration Date shall not be so
extended. 


                                 
(f)            On the
Amendment Date, the aggregate Commitments and the Maximum Facility Balance
shall each be $150,000,000. 


                    Section
2.3.           Fees,
Expenses, Payments, Etc. (a) Bluegreen agrees to pay to the Agent and the
Placement Agent, the Fees and other amounts set forth in the Fee Letters at the
times specified therein. 


                                 
(b)            Bluegreen
further agrees to pay on the earlier of the Payment Date in July 2009 and the
initial Funding Date after the Amendment Date, to the Agent all reasonable
costs and expenses in connection with the preparation, execution, delivery,
administration (including any requested amendments, waivers or consents of any
of the Transaction Documents) of this Agreement, the Transaction Documents, and
the other documents to be delivered hereunder or in connection herewith,
including the reasonable fees for the Agent’s counsel and out-of-pocket
expenses of counsel for the Agent with respect thereto. 


                                 
(c)           Bluegreen
agrees to pay to the Agent and, following the occurrence and during the
continuance of an Event of Default other than one arising from the failure of
the Obligors to make payments on the Timeshare Loans, each Purchaser, promptly
following presentation of an invoice therefor, all reasonable costs and
expenses (including reasonable fees and expenses of counsel), if any, in
connection with the enforcement of any of the Transaction Documents, and the
other documents delivered thereunder or in connection therewith. 


                                 
(d)            Bluegreen
further agrees to pay on demand any and all documentary, stamp, transfer and
other taxes and governmental fees payable in connection with the execution,
delivery, filing and recording of any of the Transaction Documents or the other
documents and agreements to be delivered hereunder and thereunder or otherwise
in connection with the issuance of the Notes, and agrees to save each Purchaser
and the Agent harmless from and against any liabilities with respect to or
resulting from any delay in paying or any omission to pay such taxes and fees. 


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(e)           Periodic fees
or other periodic amounts payable hereunder shall be calculated, unless
otherwise specified in the Fee Letters, on the basis of a 360-day year and for
the actual days elapsed. 


                                 
(f)           All payments to
be made hereunder or under the Indenture, whether on account of principal,
interest, fees or otherwise, shall be made without setoff or counterclaim and
shall be made prior to 1:00 p.m. New York City time on the due date thereof to
the Agent’s account specified in subsection 9.2(b) hereof or directly to the
Purchasers’ accounts if the Agent so instructs the Indenture Trustee. Payments
received after 1:00 p.m. New York City time shall be deemed to have been made
on the next Business Day. In any event, the Agent shall forward or instruct the
Indenture Trustee to forward to the Purchasers their respective portion of such
payments in immediately available funds for receipt no later than 3:00 p.m. New
York City time on the date received. Notwithstanding anything herein to the
contrary, if any payment due hereunder becomes due and payable on a day other
than a Business Day, the payment date thereof shall be extended to the next
succeeding Business Day and in the case of principal, interest shall accrue
thereon at the applicable rate during such extension. To the extent that (i)
the Indenture Trustee, the Depositor, the Seller, the Issuer or the Servicer
makes a payment to the Agent or a Purchaser or (ii) the Agent or a Purchaser
receives or is deemed to have received any payment or proceeds for application
to an obligation, which payment or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a Indenture Trustee, receiver or any other party
under any bankruptcy or insolvency law, state or Federal law, common law, or
for equitable cause, then, to the extent such payment or proceeds are set
aside, the obligation or part thereof intended to be satisfied shall be revived
and continue in full force and effect, as if such payment or proceeds had not
been received or deemed received by the Agent or the Purchasers, as the case
may be. 


                    Section
2.4.           Indemnification.
(a) Bluegreen (the “Indemnitor”)
agrees to indemnify and hold harmless the Agent and each Purchaser and any
shareholders, members, directors, officers, employees, agents or Affiliates
thereof, of the Agent or Purchasers (each such Person being referred to as an “Indemnitee”) from and against any and
all
claims, damages, losses, liabilities, costs or expenses whatsoever (including
reasonable fees and expenses of legal counsel) which such Indemnitee may incur
(or which may be claimed against such Indemnitee) arising out of, by reason of
or in connection with the execution and delivery of, or payment or other
performance under, or the failure to make payments or perform under, any
Transaction Document or the issuance of the Notes (including in connection with
the preparation for defense of any investigation, litigation or proceeding
arising out of, related to or in connection with such execution, delivery,
payment, performance or issuance), except (i) to the extent that any such
claim, damage, loss, liability, cost or expense shall be caused by the willful
misconduct, bad faith, recklessness or gross negligence of, or breach of any
representation or warranty in any Transaction Document by, any Indemnitee, (ii)
to the extent that any such claim, damage, loss, liability, cost or expense is
covered or addressed by subsection 2.3(c) or (d) hereof, (iii) to the extent
that any such claim, damage, loss, liability, cost or expense relates to
disclosure made by the Agent or a Purchaser in connection with an Assignment or
Participation pursuant to Section 8.1 hereof which disclosure is not based on information
given to the Agent or such Purchaser by or on behalf of Bluegreen, or any
affiliate thereof or by or on behalf of the Indenture Trustee or (iv) to the
extent that such claim, damage, loss, liability, cost or expense shall be
caused by any 


-5-






default in payment of any Timeshare Loan. The foregoing indemnity shall
include any claims, damages, losses, liabilities, costs or expenses to which
any such Indemnitee may become subject under the Securities Act, the Securities
Exchange Act of 1934, as amended, the Investment Company Act of 1940, as
amended, or other federal or state law or regulation arising out of or based
upon any untrue statement or alleged untrue statement of a material fact in any
disclosure document relating to the Notes or any amendments thereof or
supplements thereto, in any case, provided or approved by the Issuer (other
than statements provided by the Indemnitee expressly for inclusion therein) or
arising out of, or based upon, the omission or the alleged omission to state a
material fact necessary to make the statements therein or any amendment thereof
or supplement thereto, in light of the circumstances in which they were made,
not misleading (other than with respect to statements provided by the
Indemnitee expressly for inclusion therein). 


                                 
(b)           Promptly after
the receipt by an Indemnitee of a notice of the commencement of any action
against an Indemnitee, such Indemnitee will notify the Agent and the Agent
will, if a claim in respect thereof is to be made against an Indemnitor
pursuant to subsection 2.4(a) hereof, notify such Indemnitor in writing of the
commencement thereof; but the omission so to notify such party will not relieve
such party from any liability which it may have to such Indemnitee pursuant to
the preceding paragraph except to the extent the Indemnitor is prejudiced by
such failure. If any such action is brought against an Indemnitee and it
notifies an Indemnitor of its commencement, such Indemnitor will be entitled to
participate in and, to the extent that it so elects by delivering written
notice to the Indemnitee promptly after receiving notice of the commencement of
the action from the Indemnitee to assume the defense of any such action, with a
single counsel mutually satisfactory to such Indemnitor and each affected
Indemnitee. After receipt of such notice by an Indemnitor from an Indemnitee,
such Indemnitor will not be liable to such Indemnitee for any legal or other
expenses except as provided below and except for the reasonable costs of
investigation incurred by the Indemnitee in connection with the defense of such
action. Each Indemnitee will have the right to employ its own counsel in any
such action, but the fees, expenses and other charges of such counsel will be
at the expense of the such Indemnitee unless (i) the employment of such counsel
by such Indemnitee has been authorized in writing by such Indemnitor, (ii) such
Indemnitor shall have failed to assume the defense and employ counsel, (iii)
the named parties to any such action or proceeding (including any impleaded
parties) include both such Indemnitee and either an Indemnitor or another
person or entity that may be entitled to indemnification from an Indemnitor (by
virtue of this Section 2.4 or otherwise) and such Indemnitee shall have been
advised by counsel that there may be one or more legal defenses available to
such Indemnitee which are different from or additional to those available to an
Indemnitor or such other party or shall otherwise have reasonably determined
that the co-representation would present such counsel with a conflict of
interest (in which case the Indemnitor will not have the right to direct the
defense of such action on behalf of the Indemnitee). In any such case described
in clauses (i) through (iii) of the preceding sentence, the reasonable fees,
disbursements and other charges of counsel will be at the expense of the
Indemnitor; it being understood that in no event shall the Indemnitors be
liable for the fees, disbursements and other charges of more than one counsel
(in addition to any local counsel) for all Indemnitees in connection with any
one action or separate but similar or related actions arising out of the same
general allegations or circumstances. An Indemnitor shall not be liable for any
settlement of any such action, suit or proceeding effected without its written
consent, which shall not be unreasonably withheld, but if settled with the
written consent of an Indemnitor or if there shall be a final judgment for the
plaintiff in any such action, suit or 


-6-






proceeding, such Indemnitor agrees to indemnify and hold harmless any
Indemnitee to the extent set forth in this Agreement from and against any loss,
claim, damage, liability or reasonable expense by reason of such settlement or
judgment. No Indemnitor shall, without the prior written consent of an
Indemnitee (not to be unreasonably withheld), settle or compromise or consent
to the entry of any judgment in any pending or threatened claim, action, suit
or proceeding in respect of which indemnification may be sought hereunder, if
such settlement, compromise or consent includes an admission of culpability or
wrong-doing on the part of such Indemnitee or the entry or an order, injunction
or other equitable or nonmonetary relief (including any administrative or other
sanctions or disqualifications) against such Indemnitee or if such settlement,
compromise or consent does not include an unconditional release of such
Indemnitee from all liability arising out of such claim, action, suit or
proceeding. 


                              (c)              The
obligations of Bluegreen under this Agreement shall be absolute, unconditional
and irrevocable and shall be performed strictly in accordance with the terms of
this Agreement. Without limiting the foregoing, neither the lack of validity or
enforceability of, or any modification to, any Transaction Document nor the
existence of any claim, setoff, defense (other than a defense of payment) or
other right which Bluegreen may have at any time against the Agent, any
Purchaser or any other Person, whether in connection with any Transaction
Document or any unrelated transactions, shall constitute a defense to such
obligations. 


                    Section
2.5.          Funding
Termination Event. If any Funding Termination Event shall occur and be
continuing, (a) if such event is a Funding Termination Event specified in
clause (i) or (ii) of paragraph (d) of the definition thereof or paragraphs (d)
and (e) of the definition of Event of Default, the Commitment of each Committed
Purchaser shall automatically be reduced to zero, and (b) if such event is any
other Funding Termination Event, with the consent of the Required Purchasers,
the Agent may, or upon the request of the Required Purchasers, the Agent shall,
by notice to the Issuer, reduce the Commitments of each Committed Purchaser to
zero, whereupon the Commitments shall immediately be reduced to zero. 


                    Section
2.6.         Notification
of Note Rate. On the third Business Day immediately preceding each
Determination Date, the Agent shall calculate the Note Rate and the Interest
Distribution Amount applicable to all Notes for the applicable Interest Accrual
Period and shall notify the Indenture Trustee and the Servicer of such rate and
amount by written notice. 


SECTION
III.          CONDITIONS
PRECEDENT


                    Section
3.1.         Conditions
to Amendment Date. The following shall be conditions precedent to the
Amendment Date: 


                              (a)            
This Agreement and the other Transaction Documents shall have become effective in
accordance with their respective terms. 


                              (b)          
    All of the terms, covenants, agreements and conditions of this Agreement, the Fee
Letter and the other Transaction Documents to be complied with and performed by
Bluegreen, the Seller, the Servicer, the Issuer, the Depositor, the Owner
Trustee or 


-7-






the Indenture Trustee, as the case may be, by the Amendment Date shall
have been complied with in all material respects or otherwise waived by the
Agent. 


                              (c)          Each
of the representations and warranties of each of Bluegreen, the Seller, the
Servicer, the Issuer, the Depositor, the Owner Trustee or the Indenture
Trustee, as the case may be, made in this Agreement and in the other
Transaction Documents shall be true and correct in all material respects as of
the time of the Amendment Date as though made as of such time (except to the
extent that they expressly relate to an earlier or later time). 


                              (d)          No
Funding Termination Event, Event of Default, Servicer Event of Default under
any Transaction Document or event that with the giving of notice or lapse of
time or both would constitute such an amortization event or other termination
event shall have occurred and be continuing. 


                              (e)          The
Agent shall have received (and, to the extent requested, made available to each
Purchaser): 


                                           (i)          Certified
copies of the resolutions of the Board of Directors of each of Bluegreen and
the Depositor approving this Agreement and the Transaction Documents to which
it is a party and any other documents contemplated thereby and certified copies
of all documents evidencing other necessary corporate action and governmental
approvals, if any, with respect to this Agreement and the Transaction Documents
to which it is a party and any other documents contemplated thereby; 


                                           (ii)          An
officer’s certificate of each of Bluegreen, the Depositor and the Owner
Trustee, certifying the names and true signatures of the officers authorized to
sign this Agreement and the Transaction Documents and any other documents to be
delivered by it hereunder or thereunder; 


                                           (iii)          A
copy of the bylaws of each of Bluegreen and the Depositor, certified by an
officer thereof; 


                                           (iv)          A
copy of the charter of each of Bluegreen and the Depositor, a certificate as to
the good standing of Bluegreen from the Secretary of State of the Commonwealth
of Massachusetts and a certificate as to the good standing of the Depositor
from the Secretary of State of the State of Delaware, in each case dated as of
a recent date; 


                                           (v)          Proper
financing statements under the UCC of all jurisdictions that the Agent may deem
necessary or desirable in order to perfect the ownership and security interests
contemplated by the Purchase Agreement, the Sale Agreement, the Indenture and
this Agreement; 


                                           (vi)          Acknowledgment
copies of proper financing statements, if any, necessary to release all
security interests and other rights of any Person in the Trust Estate
previously granted by the Seller, the Depositor or the Issuer; 


-8-






                                           (vii)          Completed
requests for information, dated on or before the Amendment Date, in all
jurisdictions referred to in subsection (vi) above that name the Issuer, the
Depositor or Bluegreen as debtor, together with copies of such other financing
statements; 


                                           (viii)         A
favorable opinion of counsel to Bluegreen, dated the Amendment Date, in form
and substance satisfactory to the Agent, such opinion to permit reliance by the
Purchasers; 


                                           (ix)            A
favorable opinion of counsel to Vacation Trust, Inc., dated the Amendment Date,
in form and substance satisfactory to the Agent related to corporate,
regulatory and insolvency matters, such opinion to permit reliance by the
Purchasers; 


                                           (x)             A
favorable written opinion of counsel to the Owner Trustee and special Delaware
counsel to the Issuer, dated the Amendment Date, in form and substance
satisfactory to the Agent, such opinion to permit reliance by the Purchasers; 


                                           (xi)           A
favorable written opinion of counsel to the Issuer, dated the Amendment Date,
in form and substance satisfactory to the Agent, such opinion to permit
reliance by the Purchasers; 


                                           (xii)           A
favorable written opinion of internal counsel for the Indenture Trustee and the
Custodian each dated the Amendment Date, as to general corporate matters and
such other matters with respect to the Indenture Trustee and Custodian as the
Agent may reasonably request, such opinion to permit reliance by the
Purchasers, 


                                           (xiii)          A
favorable written opinion of internal counsel for the Backup Servicer dated the
Amendment Date as to general corporate matters and such other matters with
respect to the Backup Servicer as the Agent may reasonably request, such
opinion to permit reliance by the Purchasers, 


                                           (xiv)          A
copy of the documentation evidencing the release of all liens attaching to the
Timeshare Loans pursuant to previous financings; 


                                           (xv)            Executed
copies of each of the Transaction Documents; and 


                                           (xvi)           Such
other documents, instruments, certificates and opinions as the Agent may
reasonably request including those set forth as the closing list delivered to
the Seller in connection with this transaction. 


                              (f)          No
action, suit, proceeding or investigation by or before any Governmental
Authority shall have been instituted to restrain or prohibit the consummation
by the Agent or the Purchasers of, or to invalidate, the transactions
contemplated by this Agreement or the Transaction Documents in any material
respect. 


                    Section
3.2.          Condition to
Borrowings. The following shall be conditions precedent to any funding by a
Purchaser on each Funding Date (unless otherwise indicated) (which conditions
must be satisfied no later than 2:00 p.m. New York City time on the Business
Day immediately preceding such Funding Date): 


-9-






                              (a)          The
Issuer shall have timely delivered a Borrowing Notice pursuant to subsection
2.1(d) hereof; 


                              (b)          The
representations and warranties of Bluegreen, the Issuer and the Depositor set
forth or referred to in Section 4.1, 4.2 and 4.3 hereof shall be true and
correct in all material respects on the date of such Borrowing as though made
on and as of such date (except where such representation or warranty
specifically relates to any earlier date, in which case such representation and
warranty shall have been true and correct in all material respects as of such
earlier date); no event which is, or upon the giving of notice, the lapse of
time or both would be, a Funding Termination Event shall have occurred and be
continuing on such date; 


                              (c)          Both
immediately prior to and after giving effect to such Borrowing and the
application of the proceeds thereof as provided herein and in the Indenture, the
Outstanding Note Balance shall not exceed the Maximum Facility Balance and
there shall not be a Borrowing Base Deficiency; 


                              (d)          All
conditions specified in the Indenture with respect to such Borrowing shall have
been satisfied; 


                              (e)          With
respect to the initial Funding Date after the Amendment Date, favorable written
opinion letters of local counsels for the Seller regarding certain state
timeshare and real estate legal matters related to each Initial Approved
Opinion Resort and the related Timeshare Loans, in form and substance
satisfactory to the Agent regarding local law matters, such opinion to permit
reliance by the Purchasers; 


                              (f)          If
the Agent waives any of the conditions set forth in Section 3.1 hereof on the
Amendment Date, each such condition shall be satisfied on or before the first
Borrowing; 


                              (g)          The
weighted average FICO Scores of the Obligors (who have FICO Scores) of the
Funding Date Timeshare Loans is equal to or greater than 690. 


                              (h)          The
following representations and warranties with respect to each Funding Date
Timeshare Loan, as of the related Funding Date, are true and correct: 


                                           (i)          the
Funding Date Timeshare Loan complies with the Credit Policy; 


                                           (ii)          the
related Obligor thereunder has a FICO Score of 575 or greater, unless the
Obligor has no FICO Score; 


                                           (iii)          if
the related Obligor thereunder either (A) has a FICO Score less than 600 or (B)
is a United States resident and does not have a FICO Score, such Obligor has
made a down payment by cash, check or credit card of at least 20% of the actual
purchase price (including closing costs) of the Timeshare Property (which cash
down payment may, in the case of a Sampler Converted Loan, be represented in
whole or in part by payments made on the related Sampler Loan) and no part of such
payment has been made or loaned to Obligor by Bluegreen or an Affiliate
thereof; and 


-10-






                                           (iv)          the
Funding Date Timeshare Loan shall not have a Timeshare Loan Rate less than
15.90%, provided, however, that if such Funding Date Timeshare Loan is a 50/50
Loan, it may have a Timeshare Loan Rate less than 15.90%, but not less than
9.99%. 


                              (i)          
On such Funding Date, the aggregate Loan Balance of the Funding Date Timeshare
Loans with Obligors that have no FICO Score and Obligors that are non-United
States residents (without duplication) does not exceed 5% of the aggregate Loan
Balance of all Funding Date Timeshare Loans acquired by the Issuer on such
date. 


                              (j)          Unless
previously received on a Funding Date, the Agent shall have received a
favorable written opinion on timeshare and real estate law matters for the
Timeshare Loans to be included on such Funding Date related to the Resort for
which Bluegreen is seeking to have Agent approve as an Additional Approved
Opinion Resort, such opinion to permit reliance by the Purchasers. 


                              (k)          The
Borrowing does not exceed the Maximum Borrowing Amount. 


SECTION
IV.          REPRESENTATIONS
AND WARRANTIES


                Section
4.1.        Representations
and Warranties of Bluegreen. Bluegreen hereby represents and warrants to the
Agent and the Purchasers that as of the date hereof, the Amendment Date and
each Funding Date: 


                              (a)          It
is a corporation validly existing and in good standing under the laws of the
State of Massachusetts, with full power and authority under such laws to own
its properties and conduct its business as such properties are currently owned
and such business is currently conducted and to execute, deliver and perform
its obligations under this Agreement and the Transaction Documents to which it
is a party. 


                              (b)          It
has the power, authority and right to make, execute, deliver and perform this
Agreement and the Transaction Documents to which it is a party and all the
transactions contemplated hereby and thereby and has taken all necessary action
to authorize the execution, delivery and performance of this Agreement and the
Transaction Documents to which it is a party. When executed and delivered, each
of this Agreement and the Transaction Documents to which it is a party will
constitute its legal, valid and binding obligations, enforceable in accordance
with their respective terms, subject, as to such enforceability, to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws relating to
or affecting creditors’ rights generally from time to time in effect. The
enforceability of its obligations under such agreements may also be limited by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law, and no representation or
warranty is made with respect to the enforceability of its obligations under
any indemnification provisions in such agreements to the extent that
indemnification is sought in connection with securities laws violations. 


                              (c)          No
consent, license, approval or authorization of, or registration with, any
Governmental Authority is required to be obtained in connection with the
execution, 


-11-






delivery or performance of each of this Agreement and the Transaction
Documents to which it is a party that has not been duly obtained and that is
not and will not be in full force and effect on the Amendment Date, except such
that may be required by applicable securities laws or UCC-1 Financing
Statements as have been prepared for filing. 


                              (d)          The
execution, delivery and performance of each of this Agreement and the
Transaction Documents to which it is a party do not violate any provision of
any existing law or regulation applicable to it, any order or decree of any
court to which it is subject, its charter or By-laws, or any mortgage,
indenture, contract or other agreement to which it is a party or by which it or
any significant portion of its properties is bound (other than violations of
such laws, regulations, orders, decrees, mortgages, indentures, contracts and
other agreements that, individually or in the aggregate, would not have a
material adverse effect on its ability to perform its obligations under this
Agreement or the Transaction Documents to which it is a party). 


                              (e)          There
is no litigation or administrative proceeding before any court, tribunal or
governmental body pending or, to its knowledge, threatened against it, with
respect to this Agreement, the Transaction Documents to which it is a party,
the transactions contemplated hereby or thereby or the issuance of the Notes,
and there is no such litigation or proceeding against it or any significant
portion of its properties that would have a material adverse effect on the
transactions contemplated by, or its ability to perform its obligations under,
this Agreement or the Transaction Documents to which it is a party. 


                              (f)          It
has delivered to the Agent complete and correct copies of its audited financial
statements for the fiscal year ended on or about December 31, 2008. 


                              (g)          No
report, statement, exhibit or other written information required to be
furnished by Bluegreen or any of its Affiliates, agents or representatives to
the Agent or any Purchaser pursuant to this Agreement or the Transaction
Documents is or shall be inaccurate in any material respect, or contains or
shall contain any material misstatement of fact, or omits or shall omit to
state a material fact or any fact necessary to make the statements contained
therein not misleading, in each case, as of the date it is or shall be dated or
(except as otherwise disclosed to the Agent or any Purchaser, as the case may
be, at such time) as of the date so furnished. 


                              (h)          Each
of the Transaction Documents to which it is a party is in full force and effect
and no amortization, termination or other event or circumstance has occurred
thereunder or in connection therewith that could reasonably be expected to
result in the termination of any such agreement or any other interruption of
the ongoing performance by the parties to each such agreement of their
respective obligations thereunder. 


                              (i)          Bluegreen
repeats and reaffirms to the Agent and the Purchasers each of the representations
and warranties of Bluegreen in the Transaction Documents to which it is a party
and each other document delivered in connection therewith or herewith, and
represents that such representations and warranties are true and correct in all
material respects (except where such representation or warranty specifically
relates to any earlier date, in which case such representation and warranty is
repeated and affirmed as of such earlier date). 


-12-






                              (j)          Based
upon the Investment Letters of the Purchasers and compliance with the terms of
this Agreement and the Transaction Documents, the sale of the Notes pursuant to
the terms of this Agreement and the Indenture will not require the registration
of such Notes under the Securities Act. 


                              (k)          All
tax returns (federal, state and local) required to be filed with respect to Bluegreen
have been filed (which filings may be made by an Affiliate of Bluegreen on a
consolidated basis covering Bluegreen and other Persons) and there has been
paid or adequate provision made in its GAAP financial statements for the
payment of all taxes, assessments and other governmental charges in respect of
Bluegreen (or in the event consolidated returns have been filed, with respect
to the Persons subject to such returns), other than as on Schedule 4.1(k)
hereto. 


                              (l)          Based
upon the Investment Letters of the Purchasers, the representation letter from
GSS Holdings, Inc. and compliance with the terms of this Agreement and the
Transaction Documents, the Indenture is not required to be qualified under the
Trust Indenture Act of 1939, as amended and none of Bluegreen, the Depositor or
the Issuer is required to be registered under the Investment Company Act of
1940, as amended. 


                              (m)        There
has not been any material adverse change in the business, operations, financial
condition, properties or assets of Bluegreen since the year ended December 31,
2008. 


                              (n)          The
chief executive office of Bluegreen is at the address indicated in Section 9.2
hereof. 


                              (o)          The
Credit Policy and the Collection Policy attached as Exhibits J and K to the
Indenture, respectively (as the same may be amended from time to time in
accordance with the provisions of the Indenture and this Agreement), fairly
represent the policies of the Servicer and, to the best knowledge of the
Servicer, each is materially consistent with the customary standard of prudent
servicers of loans secured by timeshare interests. 


                              (p)          As
of the date hereof: (i) Bluegreen has only the subsidiaries and divisions
listed on Schedule A to this Agreement; and (ii) Bluegreen has, within
the last five (5) years, operated only under the tradenames identified in Schedule
B to this Agreement, and, within the last five years, has not changed its
name, merged with or into or consolidated with any other corporation or been
the subject of any proceeding under Title 11, United States Code (Bankruptcy),
except as disclosed in Schedule C to this Agreement. 


                              (q)          Bluegreen
and each Affiliate thereof is in compliance in all material respects with ERISA
and no lien in favor of the Pension Benefit Guaranty Corporation on any of the
Timeshare Loans shall exist. 


                              (r)          The
name and address of the Lockbox Bank, together with the account numbers of the
Lockbox Accounts at the Lockbox Bank, are specified in the Lockbox Agreement
(or at such other Lockbox Bank and/or with such other Lockbox Accounts as have
been notified to the Agent). All applicable Obligors will be instructed to make
payment to the Lockbox Account in accordance with the Indenture. 


-13-






                              (s)          For
clarity, it is understood that the Timeshare Loans, related Timeshare Loan
Documents and other related assets will be conveyed by the Seller to the
Depositor and by the Depositor to the Issuer pursuant to the Purchase Agreement
and Sale Agreement, respectively, without recourse, representation on warranty
except as expressly provided therein. Without limiting the foregoing, none of
the Seller, the Depositor or any of their respective subsidiaries shall be
responsible for payments on the Timeshare Loans, and any other credit risks
associated therewith shall be borne by the Issuer and the holders of any
obligations of the Issuer. 


                              (t)          Bluegreen
and each of its Affiliates has and intends to in the future to properly
disclose and account for the transactions contemplated by the Transaction
Documents as an on balance sheet transaction in accordance with GAAP. Bluegreen
intends to have the transactions contemplated by the Transaction Documents
reviewed by a third party advisor and eventually by its auditors to confirm the
foregoing. The transaction contemplated by the Transaction Documents is a
structured financing for tax purposes. 


                Section
4.2.        Representations
and Warranties of the Issuer. The Issuer hereby represents and warrants to
the Agent and the Purchasers that as of the date hereof, the Amendment Date and
each Funding Date: 


                              (a)          It
is a statutory trust validly existing and in good standing under the laws of
the State of Delaware, with full power and authority under such laws to own its
properties and conduct its business as such properties are currently owned and
such business is currently conducted and to execute, deliver and perform its
obligations under this Agreement and the Transaction Documents to which it is a
party. 


                              (b)          It
has the power, authority and right to make, execute, deliver and perform this
Agreement and the Transaction Documents to which it is a party and all the
transactions contemplated hereby and thereby and has taken all necessary action
to authorize the execution, delivery and performance of this Agreement and the
Transaction Documents to which it is a party. When executed and delivered, each
of this Agreement and the Transaction Documents to which it is a party will
constitute its legal, valid and binding obligations, enforceable in accordance
with their respective terms, subject, as to such enforceability, to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws relating to
or affecting creditors’ rights generally from time to time in effect. The
enforceability of its obligations under such agreements may also be limited by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law, and no representation or
warranty is made with respect to the enforceability of its obligations under
any indemnification provisions in such agreements to the extent that
indemnification is sought in connection with securities laws violations. 


                              (c)          No
consent, license, approval or authorization of, or registration with, any
Governmental Authority is required to be obtained in connection with the
execution, delivery or performance of each of this Agreement and the
Transaction Documents to which it is a party that has not been duly obtained
and that is not and will not be in full force and effect on the Amendment Date,
except such that may be required by applicable securities laws or UCC-1
Financing Statements as have been prepared for filing. 


-14-






                              (d)          The
execution, delivery and performance of each of this Agreement and the
Transaction Documents to which it is a party do not violate any provision of
any existing law or regulation applicable to it, any order or decree of any
court to which it is subject, the Trust Agreement, or any mortgage, indenture,
contract or other agreement to which it is a party or by which it or any
significant portion of its properties is bound. 


                              (e)          There
is no litigation or administrative proceeding before any court, tribunal or
governmental body pending or, to its knowledge, threatened against it, with
respect to this Agreement the Transaction Documents to which it is a party, the
transactions contemplated hereby or thereby or the issuance of the Notes. 


                              (f)          No
report, statement, exhibit or other written information required to be furnished
by it or any of its Affiliates, agents or representatives to the Agent or any
Purchaser pursuant to this Agreement or the Transaction Documents is or shall
be inaccurate in any material respect, or contains or shall contain any
material misstatement of fact, or omits or shall omit to state a material fact
or any fact necessary to make the statements contained therein not misleading,
in each case, as of the date it is or shall be dated or (except as otherwise
disclosed to the Agent or any Purchaser, as the case may be, at such time) as
of the date so furnished. 


                              (g)          The
Notes have been duly and validly authorized, and, when executed and
authenticated in accordance with the terms of the Indenture and delivered to
and paid for in accordance with this Agreement, will be duly and validly issued
and outstanding, and will be entitled to the benefits of the Indenture, this
Agreement and the other Transaction Documents. 


                              (h)          Each
of the Transaction Documents to which it is a party is in full force and effect
and no amortization, termination or other event or circumstance has occurred
thereunder or in connection therewith that could reasonably be expected to
result in the termination of any such agreement or any other interruption of
the ongoing performance by the parties to each such agreement of their
respective obligations thereunder. 


                              (i)          The
Issuer repeats and reaffirms to the Agent and the Purchasers each of the
representations and warranties of the Issuer in the Transaction Documents to
which it is a party and each other document delivered in connection therewith
or herewith, and represents that such representations and warranties are true
and correct in all material respects (except where such representation or
warranty specifically relates to any earlier date, in which case such
representation and warranty is repeated and affirmed as of such earlier date). 


                              (j)          Any
taxes, fees and other charges of Governmental Authorities applicable to it,
except for franchise or income taxes, in connection with the execution,
delivery and performance by it of this Agreement and the Transaction Documents
to which it is a party or otherwise applicable to it in connection with the
transactions contemplated hereby or thereby have been paid or will be paid at
or prior to the Amendment Date to the extent then due. 


                Section
4.3.        Representations
and Warranties of the Depositor. The Depositor hereby represents and
warrants, that as of the date hereof and the Amendment Date: 


-15-






                              (a)          It
is a corporation validly existing and in good standing under the laws of the
State of Delaware, with full power and authority under such laws to own its
properties and conduct its business as such properties are currently owned and
such business is currently conducted and to execute, deliver and perform its
obligations under this Agreement and the Transaction Documents to which it is a
party. 


                              (b)          It
has the power, authority and right to make, execute, deliver and perform this
Agreement and the Transaction Documents to which it is a party and all the
transactions contemplated hereby and thereby and has taken all necessary action
to authorize the execution, delivery and performance of this Agreement and the
Transaction Documents to which it is a party. When executed and delivered, each
of this Agreement and the Transaction Documents to which it is a party will
constitute its legal, valid and binding obligations, enforceable in accordance
with their respective terms, subject, as to such enforceability, to applicable
bankruptcy, reorganization, insolvency, moratorium and other laws relating to
or affecting creditors’ rights generally from time to time in effect. The
enforceability of its obligations under such agreements may also be limited by
general principles of equity, regardless of whether such enforceability is
considered in a proceeding in equity or at law, and no representation or
warranty is made with respect to the enforceability of its obligations under
any indemnification provisions in such agreements to the extent that
indemnification is sought in connection with securities laws violations. 


                              (c)          No
consent, license, approval or authorization of, or registration with, any
Governmental Authority is required to be obtained in connection with the
execution, delivery or performance of each of this Agreement and the
Transaction Documents to which it is a party that has not been duly obtained
and that is not and will not be in full force and effect on the Amendment Date,
except such that may be required by applicable securities laws or UCC-1 or
UCC-3 Financing Statements as have been prepared for filing. 


                              (d)          The
execution, delivery and performance of each of this Agreement and the
Transaction Documents to which it is a party do not violate any provision of
any existing law or regulation applicable to it, any order or decree of any
court to which it is subject, its charter or By-laws, or any mortgage,
indenture, contract or other agreement to which it is a party or by which it or
any significant portion of its properties is bound. 


                              (e)          There
is no litigation or administrative proceeding before any court, tribunal or
governmental body pending or, to its knowledge, threatened against it, with
respect to this Agreement, the Transaction Documents to which it is a party,
the transactions contemplated hereby or thereby or the issuance of the Notes. 


                              (f)          No
report, statement, exhibit or other written information required to be
furnished by it or any of its Affiliates, agents or representatives to the gent
or any Purchaser pursuant to this Agreement or the Transaction Documents is or
shall be inaccurate in any material respect, or contains or shall contain any material
misstatement of fact, or omits or shall omit to state a material fact or any
fact necessary to make the statements contained therein not misleading, in each
case, as of the date it is or shall be dated or (except as otherwise disclosed
to the Agent or any Purchaser, as the case may be, at such time) as of the date
so furnished. 


-16-







                              (g)          The
Notes have been duly and validly authorized, and, when executed and
authenticated in accordance with the terms of the Indenture and delivered to
and paid for in accordance with this Agreement, will be duly and validly issued
and outstanding, and will be entitled to the benefits of the Indenture, this
Agreement and the other Transaction Documents. 


                              (h)          Each
of the Transaction Documents to which it is a party is in full force and effect
and no default or other event or circumstance has occurred thereunder or in
connection therewith that could reasonably be expected to result in the
termination of any such agreement or any other interruption of the ongoing
performance by the parties to each such agreement of their respective
obligations thereunder. 


                              (i)          The
Depositor repeats and reaffirms to the Agent and the Purchasers each of the
representations and warranties of the Depositor in the Transaction Documents to
which it is a party and each other document delivered in connection therewith
or herewith, and represents that such representations and warranties are true
and correct in all material respects (except where such representation or warranty
specifically relates to any earlier date, in which case such representation and
warranty are repeated and affirmed as of such earlier date). 


                              (j)          Any
taxes, fees and other charges of Governmental Authorities applicable to it,
except for franchise or income taxes, in connection with the execution,
delivery and performance by it of this Agreement and the Transaction Documents
to which it is a party or otherwise applicable to it in connection with the
transactions contemplated hereby or thereby have been paid or will be paid at
or prior to the Amendment Date to the extent then due. 


                              (k)          The
chief executive office of the Depositor is at the address indicated in Section
9.2 hereof. 


SECTION
V.          COVENANTS


                Section
5.1.         Covenants.
Each of Bluegreen, the Depositor and the Issuer, each solely as to itself,
covenants and agrees with the Agent and the Purchasers, through the Facility
Termination Date and thereafter so long as any amount of the Notes shall remain
outstanding or any monetary obligation arising hereunder shall remain unpaid,
unless the Required Purchasers shall otherwise consent in writing, that: 


                              (a)          it
shall perform in all material respects each of the respective agreements and
indemnities applicable to it and comply in all material respects with each of
the respective terms and provisions applicable to it under the other
Transaction Documents to which it is party, which agreements and indemnities
are hereby incorporated by reference into this Agreement as if set forth herein
in full; it shall, to the extent any other party shall fail to perform any of
its obligations in the Transaction Documents, take all reasonable action to
enforce the obligations of each of the other parties to such Transaction
Documents which are contained therein; 


                              (b)          the
Issuer and the Servicer shall furnish to the Agent a copy of each opinion,
certificate, report, statement, notice or other communication (other than
investment 


-17-






instructions) relating to the Notes which is furnished by or on behalf
of it to the other or to the Indenture Trustee and furnish to the Agent after
receipt thereof, a copy of each notice, demand or other communication relating
to the Notes, this Agreement or the Indenture received by the Issuer or the
Servicer from the Indenture Trustee, the Depositor or the Seller; and (ii) such
other information, documents records or reports respecting the Collateral, the
Seller, the Depositor, the Issuer or the Servicer as the Agent may from time to
time reasonably request; 


                             
(c)           the Issuer shall furnish to the Agent on or
before the date such reports are due under the Indenture copies of each of the
reports, notices and certificates required by Section 7.2 of the Indenture; 


                              
(d)           the Issuer shall promptly furnish to the Agent
a copy, addressed to the Agent, of each opinion of counsel delivered to the
Indenture Trustee pursuant to Section 7.3(d) of the Indenture; 


                              
(e)           Bluegreen shall not permit a Servicer Event of
Default under the Indenture to occur; 


                              
(f)            Bluegreen shall continue to engage in
business of the same general type as now conducted with respect to the
Timeshare Loans transferred by it and preserve, renew and keep in full force
and effect its existence and take all reasonable action to maintain all rights,
privileges and franchises necessary or desirable in the normal conduct of such
business; and comply with all Requirements of Law except where the failure to
be so qualified could reasonably be expected to have a material adverse affect
on Bluegreen; 


                              
(g)           the Issuer, the Depositor, the Seller and the
Servicer shall at the expense of the Seller and at any time from time to time
during regular business hours, on reasonable notice to the Issuer, the
Depositor, the Seller or the Servicer, as the case may be, permit the Agent, or
its agents or representatives to: 


                                               (i)          
examine all books, records and
documents (including computer tapes and disks) in its possession or under its
control; and 


                                               (ii)         
visit its offices and property for the
purpose of examining such materials described in clause (i) above; 


                              
(h)           the Issuer and the Servicer shall furnish to
the Agent, promptly after the occurrence of any event which is, or upon the
giving of notice, the lapse of time or both would be, an Funding Termination
Event, a certificate of an appropriate officer of the Issuer or the Servicer,
as the case may be, setting forth the circumstances of such event and any
action taken or proposed to be taken by the Issuer or the Servicer with respect
thereto; 


                              
(i)            it shall timely make all payments, deposits
or transfers and give all instructions to transfer required by this Agreement
and the Indenture; 


                              
(j)            it shall execute and deliver to the Agent or
the Indenture Trustee all such documents and instruments and do all such other
acts and things as may be necessary or reasonably required by the Agent or the
Indenture Trustee to enable the Agent or the Indenture 


-18-






Trustee to exercise and enforce their respective rights under the Transaction
Documents and to realize thereon, and record and file and rerecord and refile
all such documents and instruments, at such time or times, in such manner and
at such place or places, all as may be necessary or required by the Indenture
Trustee or the Agent to validate, preserve, perfect and protect the position of
the Indenture Trustee under the Indenture provided no such action shall be
inconsistent with the Indenture or contrary to instructions of the Indenture
Trustee; 


                              
(k)           neither the Depositor nor the Issuer will
consolidate with or merge into any other Person or convey or transfer its
properties and assets substantially as an entirety to any Person, except (i) in
accordance with the Indenture and (ii) with the prior written consent of the
Required Purchasers; 


                              
(l)            Bluegreen will not resign as Servicer, unless
(i) the performance of its duties under the Indenture is no longer permissible
pursuant to Requirements of Law and there is no reasonable action which it
could take to make the performance of such duties permissible under such
Requirements of Law, or (ii) at least 66-2/3% of the Purchasers shall have
consented thereto; 


                              
(m)           Bluegreen shall furnish to each
Purchaser and the Agent: 


                                               (i)          
(A) for so long as Bluegreen is a
reporting company under the Exchange Act, each report on Form 8-K, Form 10-K or
Form 10-Q required to be filed with the Securities and Exchange Commission by
Bluegreen and (B) if Bluegreen is no longer a reporting company under the
Exchange Act, (1) as soon as available and in any event within 45 days after
the end of each fiscal quarter, the consolidated balance sheet of Bluegreen and
its subsidiaries as of the end of such quarter and consolidated statements of
income and retained earnings of Bluegreen and its subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of such
quarter, certified by the chief financial officer of Bluegreen and (2) as soon
as available and in any event within 90 days after the end of each fiscal year
of Bluegreen, a copy of the consolidated financial statements of Bluegreen and
its subsidiaries for such year accompanied by an audit report of a nationally
recognized firm of independent certified public accountants (or such other firm
of independent certified public accountants acceptable to the Agent) which
report shall be unqualified as to going concern and scope of audit and shall
state that such consolidated financial statements present fairly the
consolidated financial position of Bluegreen and each of its subsidiaries at
the dates indicated and the results of their operations and their cash flow for
the periods indicated is in conformity with GAAP and that the examination had
been made in accordance with GAAP; 


                                               (ii)         
A copy of each certificate, opinion,
report, notice or other communication (other than investment instructions)
furnished by or on behalf of Bluegreen or the Issuer to the Indenture Trustee
under the Transaction Documents, concurrently therewith, and promptly after
receipt thereof, a copy of each notice, demand or other communication received
by or on behalf of Bluegreen, the Depositor or the Issuer under the Transaction
Documents; and 


                                               (iii)         Such
other information (including financial information), documents, records or
reports respecting the Notes, the Trust Estate, Bluegreen, the Depositor or the
Issuer as the Agent may from time to time reasonably request; 


-19-






                              
(n)          Bluegreen shall not make, or permit any Person
within its control to make, any material amendment, modification or change to,
or provide any material waiver under, the Indenture or the other Transaction
Documents without the prior written consent of the Agent and in any case in
compliance with Section 9.1 hereof; 


                              
(o)          Bluegreen will comply in all material respects
with the Credit Policy and the Collection Policy in regard to each Timeshare
Loan. Bluegreen
shall (i) notify the Agent ten days prior to any material amendment of or
change in the Credit Policy or the Collection Policy and (ii) obtain the
Agent’s prior written consent (which consent will not be unreasonably withheld
or delayed) if such amendment or change has a material and adverse affect on
the Noteholders; provided, that Bluegreen may immediately implement any
changes (and provide notice to the Agent subsequent thereto) as may be required
under applicable law from time to time upon the reasonable determination of
Bluegreen; and provided, further, that Bluegreen shall deliver a
copy of any non-material amendments or changes to the Collection Policy or the
Credit Policy to the Agent with the Monthly Report to be delivered subsequent
to the effective date of such amendments or changes. 


                              
(p)          at the request of the Agent, the Seller shall
cause to be delivered to the Agent, within 30 days following the end of each
fiscal quarter of the Seller, the written report of a review conducted as of
the last day of such fiscal quarter by an independent auditor acceptable to the
Agent of a random sampling of Timeshare Loans that are held by the Custodian,
together with all related Timeshare Loans Documents held by the Custodian; provided,
however, in addition to the quarterly reports described above, each
calendar year (so long as no Event of Default has occurred), the Agent, in its
sole discretion, can request one written report to be conducted other than
quarterly and the Seller shall cause such written report to be delivered to the
Agent no later than the later of (i) thirty days after such request by the
Agent or (ii) the fifth Business Day after the completion of the related audit
procedures; it being understood, however, that if the Agent shall request more
than two written reports during a calendar year (excluding any written reports
requested during the occurrence of an Event of Default), the third request and
all other requests thereafter during such calendar year shall be at the expense
of the Agent; it being further understood, however, that upon the occurrence of
an Event of Default, the Agent shall not be limited to the number of written
reports that it may request and the expense of such written reports shall be
borne by the Seller. 


                              
(q)          to the extent it has not previously done so,
Bluegreen shall instruct all applicable Obligors to cause all Collections to be
deposited directly to the Lockbox Account. Bluegreen shall hold in trust, and
deposit, immediately, but in any event not later than two Business Days of its
receipt thereof, to the Lockbox Account all Collections received from time to
time by it from the related Obligors; 


                              
(r)            Bluegreen shall deliver all the Timeshare
Loan Files to the Custodian pursuant to the terms of the Custodial Agreement; 


                              
(s)           Bluegreen shall notify the Agent within five
Business Days of obtaining knowledge thereof, of any fraudulent activity or
theft in the origination or servicing of Timeshare Loans that results or may
result in a loss of at least $250,000; 


-20-






                              
(t)          except as otherwise provided herein, neither
Bluegreen, the Depositor nor the Issuer will sell, assign (by operation of law
or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse
Claim upon (or the filing of any financing statement) or with respect to, any
Timeshare Loan, or upon or with respect to any account which concentrates in a
Lockbox Bank to which any Collections of
any Timeshare Loan are sent, or assign any right to receive income in respect
thereof; 


                              
(u)          except as otherwise permitted in the Indenture
or with the prior written consent of the Agent, Bluegreen will not extend,
amend or otherwise modify the terms of any Timeshare Loan, or amend, modify or
waive any term or condition of any contract related thereto; 


                              
(v)          neither Bluegreen nor the Servicer will make
any change in its instructions to Obligors regarding payments to be made to the
Lockbox Account, unless such instructions are to deposit such payments to
another lockbox account approved by the Agent; 


                              
(w)         none of the Seller,
the Depositor or the Issuer will change its name, identity or structure or its
chief executive office, unless at least 30 days prior to the effective date of
any such change such person delivers to the Indenture Trustee and the Agent UCC
financing statements to continue the perfection of the Indenture Trustee’s
interest in the Timeshare Loans and written authority to file the same; 


                              
(x)          each of the Issuer, Bluegreen and the
Depositor shall properly disclose and account for the transactions contemplated
by the Transaction Documents as an on balance sheet transaction under and in
accordance with GAAP; 


                              
(y)          the Depositor and the Issuer each shall,
unless the Agent shall otherwise consent in writing: 


                                              (i)          conduct its business solely in its own
name through its duly authorized officers or agents so as not to mislead others
as to the identity of the entity with which such persons are concerned, and
shall avoid the appearance that it is conducting business on behalf of any
Affiliate thereof or that its assets are available to pay the creditors of
Bluegreen or any Affiliate thereof (other than as expressly provided herein); 


                                              (ii)         
maintain corporate records and books
of account separate from those of Bluegreen and any Affiliate (other than
itself) thereof; 


                                              (iii)        obtain
proper authorization for all action requiring such authorization; 


                                              (iv)         pay
its own operating expenses and liabilities from its own funds and shall conduct
its business from an office or designated area separate from Bluegreen or any
Affiliate thereof; 


                                              (v)          continuously maintain its resolutions,
agreements and other instruments underlying the transactions described in this
Agreement as part of its official records; 


-21-






                                           (vi)          maintain
an arm’s-length relationship with Bluegreen and its Affiliates (other than
itself), and shall not hold itself out as being liable for the debts of
Bluegreen or any of its Affiliates (other than itself); 


                                           (vii)         keep
its assets and liabilities separate from those of all other entities other than
as permitted herein; 


                                           (viii)        not
maintain bank accounts or other depository accounts to which any Affiliate is
an account party or from which any Affiliate has the power to make withdrawals;



                                           (ix)          not
amend, supplement or otherwise modify its organizational documents, except in
accordance therewith and with the prior written consent of the Agent; 


                                           (x)           not create, incur, assume or suffer to
exist any indebtedness on which it is obligated, except as contemplated by this
Agreement and the other Transaction Documents. It shall not assume, guarantee,
endorse or otherwise be or become directly or contingently liable for the
obligations of any Person by, among other things, agreeing to purchase any
obligation of another Person (other than the Timeshare Loans), agreeing to
advance funds to such Person or causing or assisting such Person to maintain
any amount of capital. It shall not be party to any indenture, agreement,
mortgage, deed of trust or other instrument other than this Agreement and the
other Transaction Documents; 


                                           (xi)          not
enter into, or be a party to any transaction with any of its Affiliates, except
as contemplated by this Agreement and the other Transaction Documents; 


                                           (xii)         observe
all procedures required by its organizational documents and preserve and
maintain its existence, rights, franchises and privileges in the jurisdiction
of its formation and qualify and remain qualified in good standing in each
jurisdiction where the failure to preserve and maintain such existence, rights,
franchises, privileges and qualifications would materially adversely affect the
interests hereunder of the Purchasers or the Agent or its ability to perform
its obligations hereunder; and 


                                           (xiii)        not
form, or cause to be formed, any subsidiaries; or make or suffer to exist any
loans or advances to, or extend any credit to, or make any investments (by way
of transfer of property, contributions to capital, purchase of stock or
securities or evidences of indebtedness (other than the Timeshare Loans),
acquisition of the business or assets, or otherwise) in, any Affiliate or any
other Person except as otherwise permitted herein; and 


                              
(z)       if requested by the Agent (which is expected
to be no more than once during each annual period following the Amendment
Date), Bluegreen and the Issuer shall provide the Agent with a report,
satisfactory to the Agent in its sole discretion, from an independent review
company selected by the Agent, confirming the accuracy of the information in
the Transaction Documents with respect to the Timeshare Loans and the ability
of the Servicer to perform its obligations thereunder; 


-22-






                                (aa)          in
the event that after the Amendment Date and at any time this Agreement is in
effect or any Note remains unpaid, any of Bluegreen, the Depositor, the Issuer
or any of its Affiliates shall enter into any agreement, guarantee, indenture
or other instrument governing, relating to, providing for commitments to
advance or guaranteeing any financing or enter into any amendment or other
modification of the terms and conditions of any Material Credit Facility, which
includes financial covenants similar to or in addition to those provided in
this Agreement or any other Transaction Document which are more favorable to
the lender or other counterparty thereunder than those provided in this
Agreement or any other Transaction Document, such party(ies) shall promptly so
notify the Agent and the Purchasers in writing. Thereupon, if the Agent shall
request by written notice to the applicable party (after a determination has
been made by the Required Purchasers that any of the above referenced documents
or instruments contain any financial covenants which either individually or in
the aggregate are more favorable than one or more of the provisions set forth
herein or in the Transaction Documents), the Transaction Documents shall be
deemed amended to provide for substantially the same financial covenants as
those provided for in such agreement, guarantee, indenture or other instrument,
to the extent required and as may be selected by the Agent, and the parties hereto
shall cooperate to memorialize such amendment in writing shortly thereafter. 


SECTION
VI.          TAXES, ETC.


                    Section
6.1.          Increased
Costs. Subject to the provisions of Section 6.4 hereof, if, due to the
introduction of or any change (including any change by way of imposition or
increase of reserve requirements) in or in the Interpretation of any law or
regulation or the imposition of any guideline or request from any central bank
or other Governmental Authority after the Amendment Date, there shall be an
increase in the cost to a Purchaser of making, funding or maintaining any
investment in the Notes or any interest therein or of agreeing to purchase or
invest in the Notes or any interest therein, as the case may be (other than by
reason of any Interpretation of or change in laws or regulations relating to
Taxes or Excluded Taxes), the Issuer shall, upon written demand by such
Purchaser (with a copy to the Agent), direct the Indenture Trustee in writing
to pay to the Agent for the benefit of such Purchaser that portion of such
increased costs incurred which such Purchaser reasonably determines is
attributable to making, funding or maintaining any investment in the Notes or
any interest therein or agreeing to purchase or invest in the Notes or any
interest therein, as the case may be. In determining such amount, such
Purchaser may use any reasonable averaging and attribution methods, consistent
with the averaging and attribution methods generally used by such Purchaser in
determining amounts of this type. A certificate as to such increased costs
incurred submitted to the Issuer and the Agent, setting forth the calculation
thereof in reasonable detail, shall be prima facie evidence as to
the amount of such increased costs. Any Purchaser that incurs such increased
costs as described in this Section 6.1 shall use its commercially reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to take such steps as would eliminate or reduce the amount of
such increased costs; provided that no such steps shall be required to
be taken if, in the reasonable judgment of such Purchaser, such steps would be
materially disadvantageous to such Purchaser. 


                    Section
6.2.          Increased
Capital. Subject to the provisions of Section 6.4 hereof, if the
introduction of or any change in or in the Interpretation of any law or
regulation or the imposition of any guideline or request from any central bank
or other Governmental Authority 


-23-






after the Amendment Date, affects or would affect the amount of capital
required or expected to be maintained by any Purchaser after the Amendment
Date, and such Purchaser determines that the amount of such capital is
increased as a result of (i) the existence of such Purchaser’s agreement to
make or maintain an investment in the Notes or any interest therein or (ii) the
existence of any agreement by such Purchaser to make or maintain an investment
in the Notes or any interest therein or to fund any such investment after the
Amendment Date, then, upon written demand by such Purchaser (with a copy to the
Agent), the Issuer shall direct the Indenture Trustee in writing to pay to the
Agent for the benefit of such Purchaser, additional amounts, as specified by
such Purchaser, sufficient to compensate such Purchaser in light of such
circumstances, to the extent that such Purchaser reasonably determines such
increase in capital to be allocated to the existence of such Purchaser’s
agreement described in clause (i) above or the commitments of such Purchaser
described in clause (ii) above. In determining such amounts, such Purchaser may
use any reasonable averaging and attribution methods, consistent with the
averaging and distribution methods generally used by such Purchaser in
determining amounts of this type. A certificate as to such amounts submitted to
the Issuer and the Agent by such Purchaser setting forth the calculation
thereof in reasonable detail, shall be prima facie evidence of
the amounts so owed. Any Purchaser that is entitled to compensation for
increases in capital as described in this Section 6.2 shall use its
commercially reasonable efforts (consistent with its internal policy and legal
and regulatory restrictions) to take such steps as would eliminate or reduce
the amount of such compensation; provided that no such steps shall be required
to be taken if, in the reasonable judgment of such Purchaser, such steps would
be materially disadvantageous to such Purchaser. 


                    Section
6.3.          Taxes.
(a) Any and all payments and deposits required to be made hereunder or under
the Indenture to or for the benefit of a Purchaser shall be made, to the extent
allowed by law, free and clear of and without deduction for any and all present
or future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, excluding taxes, levies, imposts, deductions,
charges or withholdings imposed on, or measured by reference to, the net income
of such Purchaser, franchise taxes imposed on such Purchaser, and taxes (other
than withholding taxes), levies, imposts, deductions, charges or withholdings
imposed on the receipt or gross receipts of such Purchaser by any of (i) the
United States or any State thereof, (ii) the state or foreign jurisdiction
under the laws of which such Purchaser is organized, with which it has a
present or former connection (other than solely by reason of this Agreement),
or in which it is otherwise doing business or (iii) any political subdivision
thereof (all such excluded items being referred to as “Excluded Taxes” and all such taxes, levies,
imposts, deductions, charges, withholdings and liabilities other than Excluded
Taxes being referred to as “Taxes”).
If the Indenture Trustee, as directed by the Agent, shall be required by law to
deduct any Taxes from or in respect of any sum required to be paid or deposited
hereunder or under any instrument delivered hereunder to or for the benefit of
a Purchaser (A) subject to Section 6.4 hereof, such sum shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums required to be paid or deposited under
this Section 6.3) the amount received by such Purchaser, or otherwise deposited
hereunder or under such instrument, shall be equal to the sum which would have
been so received or deposited had no such deductions been made, (B) the
Indenture Trustee, as directed by the Agent, shall make such deductions and (C)
the Indenture Trustee, as directed by the Agent, shall pay the full amount of
such deductions to the relevant taxation authority or other authority in
accordance with applicable laws. 


-24-






                              (b)          
 Subject to the limitations set forth in
subsection 6.3(d) and Section 6.4 hereof, the Issuer shall direct the Indenture
Trustee to indemnify each Purchaser for the full amount of Taxes (including any
Taxes imposed by any jurisdiction on amounts payable under this Section 6.3)
paid by such Purchaser due to the modification of or any change in or in the
interpretation or administration by any governmental or regulatory agency or
body charged with the interpretation or administration of any law or regulation
relating to Taxes after the Amendment Date (including penalties, interest and
expenses) arising therefrom or required to be paid with respect thereto. Each
Purchaser agrees to promptly notify the Agent and the Issuer of any payment of
such Taxes made by it and, if practicable, any request, demand or notice received
in respect thereof prior to such payment. Each Purchaser shall be entitled to
payment of this indemnification within 30 days from the date such Purchaser
makes written demand therefor to the Agent and the Issuer. A certificate as to
the amount of such indemnification submitted to the Issuer and the Agent by
such Purchaser setting forth in reasonable detail the basis for and the
calculation thereof, shall be prima facie evidence of the amounts so owed. 


                              (c)          
 Within 30 days after the date of any payment
of Taxes, the Issuer will furnish to the Agent the original or a certified copy
of a receipt evidencing payment thereof. 


                              (d)          
 Each Purchaser that is organized under the
laws of a jurisdiction other than the United States or a state thereof hereby
agrees to complete, execute and deliver to the Indenture Trustee from time to
time prior to the date on which such Purchaser will be entitled to receive
distributions pursuant to the Indenture or this Agreement, Internal Revenue
Service W-8ECI or W-8BEN (or any successor form), as applicable, or such other
forms or certificates as may be required under the laws of any applicable
jurisdiction in order to permit the Indenture Trustee to make payments to, and
deposit funds to or for the account of, such Purchaser hereunder and under the
Indenture and this Agreement without any deduction or withholding for or on
account of any tax. Each Purchaser agrees to provide, to the extent permitted by
law, like additional subsequent duly executed forms on or before the date that
any such form expires or becomes obsolete, or upon the occurrence of any event
requiring an amendment, resubmission or change in the most recent form
previously delivered by it and to provide such extensions or renewals as may be
reasonably requested by the Issuer. Each Purchaser further agrees that
compliance with this subsection 6.3(d) (including by reason of Section 8.1
hereof in the case of any assignment, sale or other transfer of any interest in
the Notes) is a condition to the payment of any amount otherwise due pursuant
to subsections 6.3(a) and (b) hereof. 


                              (e)          
 Each Purchaser, as of the Amendment Date, and
each other Purchaser, as of the date such Person becomes a Purchaser entitled
to receive distributions pursuant to this Agreement, the Purchase Agreement or
the Indenture, hereby represents and warrants to the Issuer that it is not
subject to gross-up or indemnity of Taxes under subsection 6.3(a) or (b) hereof
from or in any respect of any sum required to be paid or deposited under this
Agreement, the Indenture or under any instrument delivered pursuant to any of
them to or for the benefit of any Purchaser. 


                              (f)          
Any Purchaser entitled to the payment of any
additional amount pursuant to this Section 6.3 shall use its best efforts
(consistent with its internal policy and legal and regulatory restrictions) to
take such steps as would eliminate or reduce the amount of such 


-25-






payment; provided that no such steps shall be required to be
taken if, in the reasonable judgment of such Purchaser, such steps would be
materially disadvantageous to such Purchaser. 


                    Section
6.4.          Nonrecourse
Obligations; Limited Recourse. Notwithstanding any provision in any other
Section of this Agreement or the Transaction Documents to the contrary, the
obligation of the Issuer to pay any amounts payable to the Purchasers or the
Agent pursuant to this Agreement shall be without recourse to Bluegreen, the
Indenture Trustee or any Affiliate, officer or director of any of them and the
obligation to pay any amounts hereunder shall be limited solely to the
application of the Trust Estate, to the extent that such amounts are available
for distribution. 


SECTION
VII.          THE AGENT


                    Section
7.1.          Appointment.
Each Purchaser hereby designates and appoints the Agent as the agent of such
Purchaser under this Agreement, and each such Purchaser authorizes the Agent,
as the agent for such Purchaser, to take such action on its behalf under the
provisions of the Transaction Documents and to exercise such powers and perform
such duties thereunder as are expressly delegated to the Agent by the terms of
the Transaction Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Agent shall not have any duties or responsibilities, except
those expressly set forth herein, or any fiduciary relationship with any
Purchaser, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Agreement or otherwise exist
against the Agent. The Required Purchasers may replace the Agent at any time
with ten Business Days’ notice; provided, that a replacement agent is named
prior to dismissal of the Agent. 


                    Section
7.2.          Delegation
of Duties. The Agent may execute any of its duties under any of the
Transaction Documents by or through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
The Agent shall not be responsible for the negligence or misconduct of any
agents or attorneys-in-fact selected by it with due care. 


                    Section
7.3.          Exculpatory
Provisions. Neither the Agent nor its officers, directors, employees,
agents, attorneys-in-fact or Affiliates shall be (a) liable to any of the
Purchasers for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with any of the other Transaction Documents
(except for its or such Person’s own gross negligence or willful misconduct) or
(b) responsible in any manner to any of the Purchasers for any recitals,
statements, representations or warranties made by the Seller, the Depositor,
the Issuer, the Servicer or the Indenture Trustee or any officer thereof
contained in any of the other Transaction Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Agent under or in connection with, any of the other Transaction
Documents or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any of the other Transaction
Documents or for any failure of the Seller, the Depositor, the Issuer, the
Servicer or the Indenture Trustee to perform its obligations thereunder. The
Agent shall not be under any obligation to any Purchaser to ascertain or to
inquire as to the observance or performance of any of the agreements contained
in, or conditions 


-26-






of, any of the other Transaction Documents, or to inspect the
properties, books or records of the Seller, the Depositor, the Issuer, the
Servicer or the Indenture Trustee. 


                    Section
7.4.          Reliance by
Agent. The Agent shall be entitled to rely, and shall be fully protected in
relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, cablegram, telegram, telecopy, telex or teletype message, written
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including counsel to
the Agent), independent accountants and other experts selected by the Agent.
The Agent shall be fully justified in failing or refusing to take any action
under any of the Transaction Documents unless it shall first receive such
advice or concurrence of the Required Purchasers as it deems appropriate or it
shall first be indemnified to its satisfaction by the Purchasers against any
and all liability and expense which may be incurred by it by reason of taking
or continuing to take any such action. The Agent shall in all cases be fully
protected in acting, or in refraining from acting, under any of the Transaction
Documents in accordance with a request of the Required Purchasers and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all present and future Purchasers. 


                    Section
7.5.          Notices.
The Agent shall not be deemed to have knowledge or notice of the occurrence of
any breach of this Agreement or the occurrence of any event which is, or upon
the giving of notice, the lapse of time or both would be, a Funding Termination
Event unless the Agent has received written notice from the Issuer, the
Depositor, the Seller, the Servicer, the Indenture Trustee or any Purchaser
referring to this Agreement, describing such event. In the event that the Agent
receives such a notice, the Agent promptly shall give notice thereof to the
Purchasers. The Agent shall take such action with respect to such event as
shall be reasonably directed by the Required Purchasers; provided that
unless and until the Agent shall have received such directions, the Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such event as it shall deem advisable in the best
interests of the Purchasers. 


                    Section
7.6.          Non-Reliance
on Agent and Other Purchasers. Each Purchaser expressly acknowledges that
neither the Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates has made any representations or warranties to
it and that no act by the Agent hereafter taken, including any review of the
affairs of the Seller, the Depositor, the Issuer, the Servicer or the Indenture
Trustee shall be deemed to constitute any representation or warranty by the
Agent to any Purchaser. Each Purchaser represents to the Agent that it has,
independently and without reliance upon the Agent or any other Purchaser, and
based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Indenture Trustee,
the Seller, the Depositor, the Issuer and the Servicer and made its own
decision to purchase its interest in the Notes hereunder and enter into this
Agreement. Each Purchaser also represents that it will, independently and
without reliance upon the Agent or any other Purchaser, and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own analysis, appraisals and decisions in taking or not taking action under any
of the Transaction Documents, and to make such investigation as it deems
necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Indenture Trustee, the Seller,
the Depositor, the Issuer and 


-27-






the Servicer. Except, in the case of the Agent, for notices, reports
and other documents received by the Agent under Section 5 hereof, the Agent
shall not have any duty or responsibility to provide any Purchaser with any
credit or other information concerning the business, operations, property,
condition (financial or otherwise), prospects or creditworthiness of the
Indenture Trustee, the Seller, the Depositor, the Issuer or the Servicer which
may come into the possession of the Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates. 


                    Section
7.7.          Indemnification.
The Purchasers agree to indemnify the Agent in its capacity as such (without
limiting the obligation (if any) of the Seller, the Depositor, the Issuer or
the Servicer to reimburse the Agent for any such amounts), ratably according to
their respective percentage interests in the Notes from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind whatsoever which may at any
time (including at any time following the payment of the obligations under this
Agreement, including the Outstanding Note Balance of the Notes) be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of this Agreement, or any documents contemplated by or referred to herein or
the transactions contemplated hereby or any action taken or omitted by the
Agent under or in connection with any of the foregoing; provided that no
Purchaser shall be liable for the payment of any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of the Agent resulting from the Agent’s own gross
negligence or willful misconduct. The agreements in this subsection shall
survive the payment of the obligations under this Agreement, including the
principal of the Notes. 


                    Section
7.8.          Agent in Its
Individual Capacities. The Agent and its Affiliates may make loans to,
accept deposits from and generally engage in any kind of business with the
Indenture Trustee, the Seller, the Servicer, the Owner Trustee, the Depositor
and the Issuer as though the Agent was not the agent hereunder. Each Purchaser
acknowledges that Branch Banking and Trust Company is a Purchaser hereunder.
Branch Banking and Trust Company, in its capacity as the Agent shall not, by
virtue of its acting in any such other capacities, be deemed to have duties or
responsibilities hereunder or be held to a standard of care in connection with
the performance of its duties as the Agent other than as expressly provided in
this Agreement. Branch Banking and Trust Company may act as the Agent without
regard to and without additional duties or liabilities arising from its role as
such administrator or agent or arising from its acting in any such other
capacity. 


                    Section
7.9.          Successor
Agent. The Agent may resign as Agent upon 30 days’ notice to the
Purchasers, the Indenture Trustee, the Issuer, the Depositor, the Seller and
the Servicer with such resignation becoming effective upon a successor agent
succeeding to the rights, powers and duties of the Agent pursuant to this
Section 7.9. If the Agent shall resign as Agent under this Agreement, a
successor agent for the Purchasers shall be appointed by at least 66-2/3% of
the Purchasers. The successor agent shall succeed to the rights, powers and
duties of the Agent, and the term “Agent” shall mean such successor agent
effective upon its appointment, and the former Agent’s rights, powers and
duties as Agent shall be terminated, without any other or further act or deed
on the part of such former Agent or any of the parties to this Agreement. After
the retiring Agent’s resignation as Agent, the provisions of this Section VII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this 


-28-






Agreement. Unless waived by the Required Purchasers, the Agent shall be
required to have a combined capital and surplus of at least $100,000,000. 


                    Section
7.10.          Communications.
The Agent shall promptly forward to the Purchasers, copies of all
communications received by it under Sections 5.1(c), (d), (h) and (m) hereof
and Section 5.5 of the Indenture. Upon reasonable notice, the Agent shall also
make available or provide copies to the Purchasers of all other relevant
communications, documents or information obtained or prepared by the Agent in
connection with the Transaction Documents. 


                    Section
7.11.          Control by
Purchasers. The Required Purchasers shall have the right to direct the
time, method and place of conducting any action, non-action, the granting or
withholding of consent, proceeding for any remedy available to the Agent, the
Indenture Trustee or the Noteholder under any of the Transaction Documents.
Notwithstanding the foregoing, (i) no such direction shall be in conflict with
any rule of law or with this Agreement; (ii) the Agent shall not be required to
follow any such direction which the Agent reasonably believes might result in
any personal liability on the part of the Agent for which the Agent is not
adequately indemnified; and (iii) the Agent may take any other action deemed
proper by the Agent which is not inconsistent with any such direction; provided
that the Agent shall give notice of any such action to the Purchasers. The
Agent, as the Noteholder, shall cast any vote or give any direction under the
Indenture on behalf of the Purchasers if it has been directed to do so by the
Required Purchasers, provided, that with respect to Sections 5.4(b),
5.10, 5.16(e), 6.2(b), 6.2(f), 6.3(a), 6.3(d), 6.13(a) and 8.5(e)(ii) of the
Indenture, the Agent, as the Noteholder, shall cast any vote or give any
direction under the Indenture on behalf of the Purchasers only with the consent
of at least 66-2/3% of the Purchasers. The Agent agrees that it shall not
effect any material action under this Agreement, the Indenture or any other
Transaction Documents without the direction of the Required Purchasers and the
Agent further agrees that it shall notify all Purchasers with respect to any
action or consent requested of the Agent that requires direction of a majority of
the Purchasers at least five days before taking such action or providing such
consent. 


SECTION
VIII.          SECURITIES
LAWS; TRANSFERS


                    Section
8.1.           Transfers
of Notes. (a) Each of the Agent and the Purchasers agrees that any interest
in the Notes purchased or otherwise acquired by it will be acquired for
investment only and not with a view to any distribution thereof, and that it
will not offer to sell or otherwise dispose of any Note acquired by it (or any
interest therein) in violation of any of the registration requirements of the
Securities Act or the registration or qualification requirements of any
applicable state or other securities laws. Each of the Agent and the Purchasers
acknowledges that it has no right to require the Issuer to register, under the
Securities Act or any other securities law, the Notes (or any interest therein)
acquired by it pursuant to this Agreement, any Joinder Supplement or any
Transfer Supplement. Each of the Agent and the Purchasers hereby confirms and
agrees that in connection with any transfer or syndication by it of an interest
in the Notes, it has not engaged and will not engage in a general solicitation
or general advertising including advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by any general solicitation or general advertising. 


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(b)             Each
Purchaser which executes a Joinder Agreement agrees that it will comply with
all transfer restrictions specified in the Indenture and will execute and
deliver to the Issuer, the Seller, the Servicer, the Depositor, the Indenture
Trustee and the Agent on or before the effective date of its Joinder Agreement
a letter in the form attached hereto as Exhibit A (an “Investment Letter”) with respect to the
purchase by such Purchaser of an interest in the Notes. Each initial purchaser
of a Note or any interest therein and any Assignee thereof or Participant
therein shall certify to the Issuer, the Seller, the Servicer, the Depositor,
the Indenture Trustee and the Agent that it is either (A)(i) a citizen or
resident of the United States, (ii) a corporation or partnership (or any other
entity treated as a corporation or a partnership for federal income tax
purposes) organized in or under the laws of the United States or any political
subdivision thereof which, if such entity is a tax-exempt entity, recognizes
that payments with respect to the Notes may constitute unrelated business
taxable income or (iii) a person not described in (i) or (ii) whose income from
the Notes is and will be effectively connected with the conduct of a trade or
business within the United States (within the meaning of the Code) and whose
ownership of any interest in a Note will not result in any withholding
obligation with respect to any payments with respect to the Notes by any Person
and who will furnish to the Agent, the Seller, the Servicer and the Indenture
Trustee, and to the Owner making the Transfer a properly executed U.S. Internal
Revenue Service Form W-8ECI or W-8BEN (or any successor form) (and to agree (to
the extent legally able) to provide a new Form W-8ECI or W-8BEN (or any
successor form) upon the expiration or obsolescence of any previously delivered
form and comparable statements in accordance with applicable United States
laws), (B) an estate the income of which is includible in gross income for
United States federal income tax purposes or (C) a trust if a court within the
United States is able to exercise primary supervision over the administration
of such trust and one or more United States fiduciaries have the authority to
control all substantial decisions of the trust. 


               
               
(c)             Any
sale, transfer, assignment, participation, pledge, hypothecation or other
disposition (a “Transfer”) of a
Note or any interest therein may be made only in accordance with this Section
8.1. Any Transfer of a Note, an interest in a Note, or any Commitment
Percentage shall be in respect of at least $1,000,000 of the outstanding
principal under the Notes. Any Transfer of an interest in a Note otherwise
permitted by this Section 8.1 will be permitted only if it consists of a pro
rata percentage interest in all payments made with respect to the Purchaser’s
beneficial interest in such Note. No Note or any interest therein may be
Transferred by Assignment or Participation (each as defined below) to any
Person (each, a “Transferee”)
unless such transfer complies with the transfer restrictions specified in the
Indenture and prior to the transfer the Transferee shall have executed and
delivered to the Agent and the Issuer an Investment Letter. 


               
               
(d)             Each
of the Issuer, the Depositor, the Seller and the Servicer authorizes each
Purchaser to disclose to any Transferee and any prospective Transferee any and
all financial information in the Purchaser’s possession concerning the Seller,
the Servicer, the Depositor and the Issuer which has been delivered to the
Agent or such Purchaser pursuant to the Transaction Documents (including
information obtained pursuant to rights of inspection granted hereunder) or
which has been delivered to such Purchaser by or on behalf of the Seller, the
Issuer, the Depositor or the Servicer in connection with such Purchaser’s
credit evaluation of the Seller, the Issuer, the Depositor or the Servicer
prior to becoming a party to, or purchasing an interest in this Agreement or
the Notes, provided that each such Transferee, prospective 


-30-






Transferee agrees in writing to maintain the confidentiality of such
information pursuant to the following paragraph. 


               
               
(e)             The
Agent and each Purchaser, severally and with respect to itself only, covenants
and agrees that any information obtained by the Agent or such Purchaser
pursuant to, or otherwise in connection with, this Agreement or the other
Transaction Documents shall be held in confidence (it being understood that
documents provided to the Agent hereunder may in all cases be distributed by
the Agent to the Purchasers) except that the Agent or such Purchaser may
disclose such information (i) to its officers, directors, members, employees,
agents, counsel, accountants, auditors, advisors or representatives who have an
obligation to maintain the confidentiality of such information, (ii) to the
extent such information has become available to the public other than as a
result of a disclosure by or through the Agent or such Purchaser, (iii) to the
extent such information was available to the Agent or such Purchaser on a
nonconfidential basis prior to its disclosure to the Agent or such Purchaser in
connection with this transaction, (iv) with the consent of the Servicer, (v) to
the extent permitted by the preceding paragraph, or (vi) to the extent the
Agent or such Purchaser should be (A) required in connection with any legal or
regulatory proceeding or (B) requested by any Governmental Authority to
disclose such information; provided, that, in the case of clause (vi), the
Agent or such Purchaser, as the case may be, will (unless otherwise prohibited
by law or in connection with regular regulatory reviews) notify the Issuer of
its intention to make any such disclosure as early as practicable prior to
making such disclosure and cooperate with the Servicer in connection with any
action to obtain a protective order with respect to such disclosure. 



               
               
(f)             Each
Purchaser may, in accordance with applicable law (which includes applicable
securities laws), at any time grant participations in all or part of its
Commitment or its interest in the Notes, including the payments due to it under
this Agreement and the Indenture (each, a “Participation”),
to any Person (each, a “Participant”);
provided, however, that no Participation shall be granted to any Person
unless and until the Agent shall have consented thereto (which consent shall
not be unreasonably withheld) and the conditions to Transfer specified in this
Agreement, including in subsection 8.1(c) hereof, shall have been satisfied and
that such Participation consists of a pro rata percentage
interest in all principal payments made with respect to such Purchaser’s
beneficial interest (if any) in the Notes and a specified interest rate on the
principal balance of such Participation. In connection with any such
Participation, the Agent shall maintain a register of each Participant and the
amount of each Participation. Each Purchaser hereby acknowledges and agrees
that (i) any such Participation will not alter or affect such Purchaser’s
direct obligations hereunder, and (ii) none of the Indenture Trustee, the
Issuer, the Depositor, the Seller nor the Servicer shall have any obligation to
have any communication or relationship with any Participant. No Participant
shall be entitled to transfer all or any portion of its Participation, without
the prior written consent of the Agent. Each Participant shall be entitled to
receive indemnification pursuant to Section 2.4 hereof as if such Participant
were a Purchaser and such Section applied to its Participation. Each Purchaser
shall give the Agent notice of the consummation of any sale by it of a
Participation, and the Agent (upon receipt of notice from the related
Purchaser) shall promptly notify the Issuer, the Servicer and the Indenture
Trustee. Unless separately agreed to between the related Purchaser and the
Participant in the related participation agreement, no Participant shall have
the right to approve any amendment or waiver of the terms of this Agreement
except with respect to those matters set forth in clauses (i) and (ii) of the
proviso to Section 9.1 hereof. 


-31-







               
               
(g)             Each
Purchaser may, with the consent of the Agent and the Servicer (which shall not
unreasonably be withheld) and in accordance with applicable law (which includes
applicable securities laws), sell or assign (each, an “Assignment”), to any Person (each, an
“Assignee”) all or any part of its
Commitment or its interest in the Notes and its rights and obligations under
this Agreement and the Indenture pursuant to an agreement substantially in the
form attached hereto as Exhibit C hereto (a “Transfer
Supplement”), executed by such Assignee and the Purchaser and
delivered to the Agent and the Servicer for their acceptance and consent; provided,
however, that no such assignment or sale shall be effective unless and
until the conditions to Transfer specified in this Agreement, including in
subsection 8.1(c) hereof, shall have been satisfied; and provided, further,
however, that neither the consent of the Servicer nor the Agent shall be
required in the case of an assignment by any existing Purchaser to another
existing Purchaser, or in the case of any assignment to any Affiliates of the
Agent. From and after the effective date determined pursuant to such Transfer
Supplement, (x) the Assignee thereunder shall be a party hereto and, to the
extent provided in such Transfer Supplement, have the rights and obligations of
a Purchaser hereunder as set forth therein and (y) the transferor Purchaser
shall, to the extent provided in such Transfer Supplement, be released from its
Commitment and other obligations under this Agreement; provided, however,
that after giving effect to each such Assignment, the obligations released by
any such Purchaser shall have been assumed by an Assignee or Assignees. Such
Transfer Supplement shall be deemed to amend this Agreement to the extent, and
only to the extent, necessary to reflect the addition of such Assignee and the
resulting adjustment of Percentage Interests, Commitment Percentages arising
from the Assignment. Upon its receipt and acceptance of a duly executed
Transfer Supplement, the Agent shall on the effective date determined pursuant
thereto give notice of such acceptance to the Issuer, the Servicer and the
Indenture Trustee. 


                    Upon
instruction to register a transfer of a Purchaser’s beneficial interest in the
Notes (or portion thereof) and surrender for registration of transfer such
Purchaser’s Note(s) (if applicable) and delivery to the Issuer and the
Indenture Trustee of an Investment Letter, executed by the registered owner
(and the beneficial owner if it is a Person other than the registered owner),
and receipt by the Indenture Trustee of a copy of the duly executed related
Transfer Supplement and such other documents as may be required under this
Agreement, such beneficial interest in the Notes (or portion thereof) shall be
transferred in the records of the Indenture Trustee and the Agent and, if
requested by the Assignee, new Notes shall be issued to the Assignee and, if
applicable, the transferor Purchaser in amounts reflecting such Transfer as
provided in the Indenture. Such Transfers of Notes (and interests therein)
shall be subject to this Section 8.1 in lieu of any regulations which may be
prescribed under Section 6.3 of the Indenture. Successive registrations of
Transfers as aforesaid may be made from time to time as desired, and each such
registration of a transfer to a new registered owner shall be noted on the Note
Register. 


               
               
(h)             Each
Purchaser may pledge its interest in the Notes to any Federal Reserve Bank as
collateral in accordance with applicable law. 


               
               
(i)             Any
Purchaser shall have the option to change its Investing Office. 


-32-






               
               
(j)              Each
Affected Party shall be entitled to receive indemnification pursuant to Section
2.4 hereof as though it were a Purchaser and such Section applied to its
interest in or commitment to acquire an interest in the Notes. 


                    Section
8.2.         Register of
Purchasers and Participants. The Agent shall maintain a register (the “Purchaser/Participant Register”) for the
registration, transfer and exchange of interests in the Notes and the granting
of Participations of interests in the Notes. The names and addresses of all
Purchasers and Participants and the names and addresses of the transferees of
any interests in Notes shall be registered in the Purchaser/Participant
Register. 


SECTION
IX.          MISCELLANEOUS


                    Section
9.1.          Amendments
and Waivers. This Agreement may not be amended, supplemented or modified
nor may any provision hereof be waived except in accordance with the provisions
of this Section 9.1. With the written consent of the Required Purchasers, the
Agent, the Seller, the Servicer, the Depositor and the Issuer may, from time to
time, enter into written amendments, supplements, waivers or modifications
hereto for the purpose of adding any provisions to this Agreement or changing
in any manner the rights of any party hereto or waiving, on such terms and
conditions as may be specified in such instrument, any of the requirements of
this Agreement; provided, however, that no such amendment,
supplement, waiver or modification shall (i) reduce the amount of or extend the
maturity of any Note or reduce the rate or extend the time of payment of
interest thereon, or reduce or alter the timing of any other amount payable to
any Purchaser hereunder or under the Indenture, in each case without the
consent of the Purchasers affected thereby, (ii) amend, modify or waive any
provision of this Section 9.1, or reduce the percentage specified in the
definition of the Required Purchasers, in each case without the written consent
of all Purchasers, or (iii) amend, modify or waive any provision of Section VII
hereof without the written consent of the Agent. Any waiver of any provision of
this Agreement shall be limited to the provisions specifically set forth
therein for the period of time set forth therein and shall not be construed to
be a waiver of any other provision of this Agreement. 


                    Section
9.2.          Notices.
(a) All notices, requests and demands to or upon the respective parties hereto
to be effective shall be in writing (including by telecopy), and, unless
otherwise expressly provided herein, shall be deemed to have been duly given or
made when delivered by hand, or, in the case of mail or telecopy notice, when
received, addressed as follows or, with respect to a Purchaser, as set forth in
its respective Joinder Supplement or Transfer Supplement, or to such other
address as may be hereafter notified by the respective parties hereto: 


	
 

	
 

	
 

	
 


	
 

	
The Issuer:

	
 

	
BXG
 TIMESHARE TRUST I

 c/o Wilmington Trust Company

 Rodney Square North

 1100 N. Market Street

 Wilmington, DE 19890-0001


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Attention:
 Corporate Trust Administration/

 BXG TIMESHARE TRUST I

 Fax: (302) 651-8882





-33-






	
 

	
 

	
 

	
 


	
 

	
Bluegreen:

	
 

	
BLUEGREEN
 CORPORATION

 4960 Conference Way North, Suite 100

 Boca Raton, Florida 33431

 Attention: Anthony M. Puleo

 Fax: (561) 912-8123


	
 

	
 

	
 

	
 


	
 

	
The
 Depositor:

	
 

	
BLUEGREEN
 TIMESHARE FINANCE

 CORPORATION I

 4950 Communication Avenue, Suite 900

 Boca Raton, Florida 33431

 Attention: Allan J. Herz

 Fax: (561) 443-8743


	
 

	
 

	
 

	
 


	
 

	
The
 Indenture Trustee:

	
 

	
U.S. BANK
 NATIONAL ASSOCIATION

 60 Livingston Avenue

 EP-MN-WS3D

 St. Paul, MN 55107-2292

 Phone: (651) 495-3880

 Fax: (651) 495-8093

 Attention: BXG Timeshare Trust I


	
 

	
 

	
 

	
 


	
 

	
The Agent:

	
 

	
BB&T
 Capital Markets

 1133 Avenue of the Americas, 27th Floor

 New York, New York 10036

 Attention: Paul Richardson

 Fax: (212) 822-8151


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
and


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
Branch
 Banking and Trust Company

 200 West Second Street, 16th Floor

 Winston-Salem, North Carolina 27101

 Attention: Cory Boyte

 Fax: (336) 733-2740





               
               
(b)             Unless
otherwise directed by the Agent, all payments to it shall be made by federal
wire (ABA #053101121), to account number 4990024249, bank name: BB&T,
account name: BXG Timeshare Trust, with fax notice (including federal wire
number) to Beth Cook of Branch Banking and Trust Company; Fax: (336) 733-2740
and Phone: (336) 733-2726. 


                    Section
9.3.          No Waiver;
Cumulative Remedies. No failure to exercise and no delay in exercising, on
the part of the Agent or any Purchaser, any right, remedy, power or privilege
under any of the Transaction Documents shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
under any of the Transaction Documents preclude any other or further exercise
thereof or the exercise of any other right, 


-34-






remedy, power
or privilege. The rights, remedies, powers and privileges provided in the
Transaction Documents are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law. 


                    Section
9.4.          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit
of the Seller, the Servicer, the Depositor, the Issuer, the Agent, the
Purchasers, any Assignee, any Participant, any Indemnitee and their respective
successors and assigns, except that the Seller, the Servicer, the Depositor and
the Issuer may not assign or transfer any of their respective rights or
obligations under this Agreement except as provided herein and in the
Indenture, without the prior written consent of 66-2/3% of the Purchasers and
the Purchasers, the Agent, Assignees and Participants may not assign or
transfer any of their respective rights or obligations except as provided
herein. 


                    Section
9.5.          Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement
on any number of separate counterparts, and all of said counterparts taken
together shall be deemed to constitute one and the same instrument. 


                    Section
9.6.          Severability.
Any provisions of this Agreement which are prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provisions in
any other jurisdiction. 


                    Section
9.7.          Integration.
This Agreement and the Fee Letter represent the agreement of the Agent, the
Seller, the Depositor, the Issuer, the Servicer and the Purchasers with respect
to the subject matter hereof, and there are no promises, undertakings,
representations or warranties by the Purchasers or the Agent relative to
subject matter hereof not expressly set forth or referred to herein or therein.



                    Section
9.8.          Governing Law. THIS AGREEMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW 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
9.9.          Termination.
This Agreement shall remain in full force and effect until the payment in full
of the principal of and interest on the Notes and all other amounts payable to
the Purchasers or the Agent hereunder and the termination of all Commitments;
provided, however, that the provisions of Sections 2.3, 2.4, 6.1, 6.2, 7.7,
9.11, 9.13 and 9.14 hereof shall survive termination of this Agreement, the
transfer by a Purchaser of any Note or any interest therein and any amounts
payable to the Agent, Purchasers or any Affected Party thereunder shall remain
payable thereto. 


                    Section
9.10.          Limited
Recourse; No Proceedings. The obligations of the Issuer and the Depositor
under this Agreement are solely the obligations of the Issuer and the
Depositor, as applicable. No recourse shall be had for the payment of any fee
or other obligation or claim 


-35-






arising out of or relating to this Agreement or any other agreement,
instrument, document or certificate executed and delivered or issued by the
Issuer and the Depositor, or any officer of any of them in connection
therewith, against any partner, member, stockholder, employee, officer,
director or incorporator of the Issuer and the Depositor. With respect to
obligations of the Issuer, neither the Agent nor any Purchaser shall look to
any property or assets of the Issuer, other than to the Trust Estate. Each
Purchaser and the Agent hereby agrees that to the extent such funds are
insufficient or unavailable to pay any amounts owing to it by the Issuer
pursuant to this Agreement, prior to the commencement of a bankruptcy or
insolvency proceeding by or against the Issuer, it shall not constitute a claim
against the Issuer. Each of the Issuer, the Depositor, the Seller, the
Servicer, the Agent and each Purchaser agrees that it shall not institute or
join against the Depositor or the Issuer any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or similar proceeding under
any federal or state bankruptcy law, for one year and a day after the termination
of the Indenture. Nothing in this paragraph shall limit or otherwise affect the
liability of the Servicer and the Seller with respect to any amounts owing by
the Servicer or the Seller, respectively, hereunder or the right of the Agent
or any Purchaser to enforce such liability against the Servicer or the Seller,
respectively, or any of its respective assets. For clarity, it is understood
that the Timeshare Loans, related Timeshare Loan Documents and other assets
will be conveyed by the Seller to the Depositor and by the Depositor to the
Issuer pursuant to the terms of the Purchase Agreement and Sale Agreement,
respectively, without recourse, representation on warranty except as expressly
provided therein. Without limiting the foregoing, none of the Seller, the
Depositor or any of their respective subsidiaries shall be responsible for
payments on the Timeshare Loans, and any other credit risks associated
therewith shall be borne by the Issuer and the holders of any obligations of
the Issuer. 


                    Section
9.11.          Survival of
Representations and Warranties. All representations and warranties made
hereunder and in any document, certificate or statement delivered pursuant
hereto or in connection herewith shall survive the execution and delivery of
this Agreement, the purchase of the Notes hereunder and the termination of this
Agreement. 


                    Section
9.12.          Submission to Jurisdiction; Waivers. EACH
OF THE SELLER, THE ISSUER, THE DEPOSITOR, THE SERVICER, THE AGENT AND EACH
PURCHASER HEREBY IRREVOCABLY AND UNCONDITIONALLY: 


	
 

	
 


	
 

	
(1)          SUBMITS
 FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
 THIS AGREEMENT TO WHICH IT IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF
 ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF
 THE COURTS OF THE STATE OF NEW YORK SITTING IN MANHATTAN AND THE UNITED
 STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS
 FROM ANY THEREOF; 


	
 

	
 


	
 

	
(2)          CONSENTS
 THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES
 ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH
 ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS
 BROUGHT IN AN





-36-






	
 

	
 


	
 

	
INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME; 


	
 

	
 


	
 

	
(3)          AGREES
 THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY
 MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY
 SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS SET
 FORTH IN SECTION 9.2 OR AT SUCH OTHER ADDRESS OF WHICH THE AGENT SHALL HAVE
 BEEN NOTIFIED PURSUANT THERETO; AND 


	
 

	
 


	
 

	
(4)          AGREES
 THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN
 ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY
 OTHER JURISDICTION. 





                    Section
9.13.          WAIVERS OF JURY TRIAL. EACH OF THE SELLER,
THE SERVICER, THE ISSUER, THE DEPOSITOR, THE AGENT AND THE PURCHASERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR
INSTRUMENT RELATED HERETO AND FOR ANY COUNTERCLAIM THEREIN. 


                    Section
9.14.          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 Agreement is executed and
delivered by Wilmington Trust Company, not individually or personally but
solely as Owner Trustee, 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 Issuer is made and
intended not as a personal representation, undertaking or agreement by
Wilmington Trust Company but is made and intended for the purpose for binding
only the Issuer and the Trust Estate, and (c) under no circumstances shall
Wilmington Trust Company be personally liable for the payment of any
indebtedness or expenses of the Issuer or be liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by
the Issuer under this Agreement or any other Transaction Documents.


                    Section
9.15.          Effective
Date. This Agreement shall be effective as of the Amendment Date. 


                    Section
9.16.          Hedging
Requirements. Upon prior written notice from the Agent to the Issuer and
the Servicer, the Issuer shall enter into a Hedge Agreement with a Qualified
Hedge Counterparty and upon execution thereof shall pledge all of the Issuer’s
right, title and interest under such Hedge Agreement to the Indenture Trustee
for the benefit of the Agent on behalf of the Purchasers pursuant to Section
2.3 hereof and the Indenture. Each Hedge Agreement shall be in form and substance
satisfactory to the Agent, including, without limitation, having a notional
amount based on the Required Hedge Amount.


-37-






                    Notwithstanding
the foregoing, the Agent shall review the Interest Rate Cap Agreements
currently pledged to Bluegreen Receivables Finance Corporation V (the “Existing Hedge Agreements”) with a view to
allowing the Issuer to utilize such Existing Hedge Agreements via novation to
the extent commercially feasible to comply with the requirements of this
Section 9.16. Any decision to use the Existing Hedge Agreements shall be at the
Agent’s reasonable discretion. 


-38-






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


	
 

	
 

	
 

	
 


	
 

	
BXG
 TIMESHARE TRUST I


	
 

	
 

	
 

	
 


	
 

	
By:

	
Wilmington
 Trust Company, not in its


	
 

	
 

	
individual
 capacity, but solely as Owner Trustee


	
 

	
 

	
 


	
 

	
 

	
By:

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN
 CORPORATION,


	
 

	
as Seller and Servicer


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:
 Anthony M. Puleo


	
 

	
 

	
Title:
 Senior Vice President, CFO & Treasurer


	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN
 TIMESHARE FINANCE


	
 

	
CORPORATION I, as Depositor


	
 

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name: Allan
 J. Herz


	
 

	
 

	
Title:
 President and Assistant Treasurer


	
 

	
 

	
 

	
 


	
 

	
BRANCH BANKING
 AND TRUST COMPANY,


	
 

	
as Agent


	
 

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





-39-






EXHIBIT A 


FORM OF INVESTMENT LETTER

[Date]


	
 

	
 


	
BXG
 TIMESHARE TRUST I

	
 


	
c/o___________,
 as Owner Trustee 

	
 


	
 

	
 


	


	
 


	
Attention: 

	
 


	
Bluegreen
 Corporation 

	
 


	
 

	
 


	
Bluegreen
 Timeshare Finance Corporation I 








	
 

	
 


	
Re

	
BXG
 TIMESHARE TRUST I 


	
 

	
Timeshare
 Loan-Backed VFN Notes, Series I 





Ladies and
Gentlemen: 


                    This
letter (the “Investment Letter”) is delivered by the undersigned (the
“Purchaser”) pursuant to subsection 8.1(b) of the Second Amended and Restated
Note Funding Agreement dated as of June 1, 2009 (as in effect, the “Note
Funding Agreement”), among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN
CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I,
as Depositor, the Purchasers parties thereto and Branch Banking and Trust
Company, as Agent. Capitalized terms used herein without definition shall have
the meanings set forth in the Note Funding Agreement. The Purchaser represents
to and agrees with the Issuer as follows: 


                    (a)          The
Purchaser is authorized [to enter into the Note Funding Agreement and to
perform its obligations thereunder and to consummate the transactions
contemplated thereby] [to purchase a participation or other interest in
obligations under the Note Funding Agreement]. 


                    (b)          The
Purchaser has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of its investment in the
Notes and is able to bear the economic risk of such investment. The Purchaser
has been afforded the opportunity to ask such questions as it deems necessary
to make an investment decision, and has received all information it has
requested in connection with making such investment decision. The Purchaser
has, independently and without reliance upon the Agent or any other Purchaser, and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, financial and
other condition and creditworthiness of the Issuer, the Depositor, the Seller
and the Servicer and made its own decision to purchase its interest in the
Notes, and will, independently and without






reliance upon the Agent or any other
Purchaser, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis, appraisals and
decisions in taking or not taking action under the Note Funding Agreement, and
to make such investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Issuer, the Seller, the Depositor and the Servicer. 


                    (c)          The
Purchaser is an “accredited investor,” as defined in Rule 501, promulgated by
the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Securities Act”) or (except as otherwise agreed
to by the Issuer in its sole discretion) is a “qualified institutional buyer”
(within the meaning of Rule 144A thereunder) and is acquiring the Notes (or an
interest in the Notes) for its own account for investment purposes. The
Purchaser understands that the offering and sale of the Notes (or any interest
in therein) has not been and will not be registered under the Securities Act
and has not and will not be registered or qualified under any applicable “Blue
Sky” law, and that the offering and sale of the Note (or any interest in
therein) has not been reviewed by, passed on or submitted to any federal or state
agency or commission, securities exchange or other regulatory body. 


                    (d)          The
Purchaser is not an employee benefit plan subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), or section 4975
of the Internal Revenue Code of 1986, as amended (the “Code”) (each such plan,
an “Employee Plan”), an entity whose underlying assets include the assets of
any Employee Plan, or a governmental plan that is subject to any federal, state
or local law which is substantially similar to the provisions of Section 406 of
ERISA or Section 4975 of the Code or the Purchaser’s purchase, holding and
disposition of the Notes does not result in a prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code (or, in the case of a
governmental plan, any substantially similar federal, state or local law) for
which an exemption is not available. 


                    (e)          The
Purchaser is acquiring an interest in Notes without a view to any distribution,
resale or other transfer thereof except, with respect to any Purchaser Interest
or any interest or participation therein, as contemplated in the following
sentence. The Purchaser will not resell or otherwise transfer any interest or
participation in the Purchaser Interest, except in accordance with Section 8.1
of the Note Funding Agreement and in a transaction exempt from the registration
requirements of the Securities Act of 1933, as amended, and applicable state
securities or “blue sky” laws. In connection therewith, the Purchaser hereby
agrees that it will not resell or otherwise transfer the Notes or any interest
therein unless the purchaser thereof provides to the addressee hereof a letter
substantially in the form hereof (other than as permitted under the Note
Funding Agreement). 


                    (f)          This
Investment Letter has been duly executed and delivered and constitutes the
legal, valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
or equitable principles affecting the enforcement of creditors’ rights
generally and general principles of equity. 


                    (g)          The
Purchaser expressly agrees to be bound by the terms of the Note Funding
Agreement, including but not limited to the confidentiality provision and the
restrictions on transfer set forth in Article VIII thereof. 


	
 

	
 

	
 


	
 

	
Very truly
 yours, 


	
 

	
[NAME OF
 PURCHASER] 


	
 

	
By 

	
 


	
 

	
 

	



	
 

	
 

	
Name:


	
 

	
 

	
Title:





-2-






EXHIBIT B


FORM OF JOINDER SUPPLEMENT


                    JOINDER
SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto,
among BXG TIMESHARE TRUST I (the “Issuer”), BLUEGREEN CORPORATION, as
Seller and Servicer (the “Servicer”), BLUEGREEN TIMESHARE FINANCE
CORPORATION I, as Depositor, the Purchaser set forth in Item 2 of Schedule I
hereto (the “Additional Purchaser”), and Branch Banking and Trust
Company, as Agent for the Purchasers under, and as defined in, the Note Funding
Agreement described below (in such capacity, the “Agent”). 


WITNESSETH


                    WHEREAS,
this Supplement is being executed and delivered in accordance with subsection
2.2(c) of the Second Amended and Restated Note Funding Agreement, dated as of
June 1, 2009, among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN CORPORATION, as
Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor,
the Purchasers parties thereto, and the Agent (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the “Note
Funding Agreement”; unless otherwise defined herein, terms defined in the
Note Funding Agreement are used herein as therein defined); and 


                    WHEREAS,
the Additional Purchaser (if it is not already a Purchaser party to the Note
Funding Agreement) wishes to become a Purchaser party to the Note Funding
Agreement; 


                    NOW,
THEREFORE, the parties hereto hereby agree as follows: 


          Upon
receipt by the Agent of five counterparts of this Supplement, to each of which
is attached a fully completed Schedule I and Schedule II, each of which has
been executed by the Additional Purchaser, the Issuer and the Agent, the Agent
will transmit to the Servicer, the Issuer, the Indenture Trustee and the
Additional Purchaser a Joinder Effective Notice, substantially in the form of
Schedule III to this Supplement (a “Joinder Effective Notice”). Such
Joinder Effective Notice shall be executed by the Agent and shall set forth,
inter alia, the date on which the transfer effected by this Supplement shall
become effective (the “Joinder Effective Date”). From and after the
Joinder Effective Date, the Additional Purchaser shall be a Purchaser party to
the Note Funding Agreement for all purposes thereof having an initial
Commitment Percentage and a Commitment, if applicable, as set forth in such
Schedule II.  


          Concurrently
with the execution and delivery hereof, the Additional Purchaser will deliver
to the Issuer and the Indenture Trustee an executed Investment Letter in the
form of Exhibit A to the Note Funding Agreement. 


          Each of the
parties to this Supplement agrees and acknowledges that at any time and from
time to time upon the written request of any other party, it will execute and
deliver such further documents and do such further acts and things as such
other party may reasonably request in order to effect the purposes of this
Supplement. 


-1-






          By executing
and delivering this Supplement, the Additional Purchaser confirms to and agrees
with the Agent and the Purchaser as follows: (i) neither the Agent nor any
other Purchaser makes any representation or warranty or assumes any
responsibility with respect to any statements, warranties or representations
made in or in connection with the Note Funding Agreement (other then
representations or warranties made by such respective parties) or the
execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Note Funding Agreement or any other instrument or document
furnished pursuant thereto, or with respect to the financial condition of the
Seller, the Servicer, the Depositor, the Issuer or the Indenture Trustee, or
the performance or observance by the Seller, the Servicer, the Depositor, the
Issuer or the Indenture Trustee of any of their respective obligations under
the Note Funding Agreement or the Indenture or any other instrument or document
furnished pursuant hereto; (ii) the Additional Purchaser confirms that it has
received a copy of such documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Supplement;
(iii) the Additional Purchaser will, independently and without reliance upon
the Agent or any other Purchaser and based on such documents and information as
it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Note Funding Agreement; (iv)
each Purchasing Purchaser appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under the Note Funding
Agreement and the Indenture as are delegated to the Agent by the terms thereof,
together with such powers as are reasonably incidental thereto, all in
accordance with Section 7 of the Note Funding Agreement; and (vi) the
Additional Purchaser agrees (for the benefit of the Agent, the other
Purchasers, the Indenture Trustee, the Seller, the Servicer, the Depositor and
the Issuer) that it will perform in accordance with their terms all of the
obligations which by the terms of the Note Funding Agreement are required to be
performed by it as a Purchaser. 


          Schedule II
hereto sets forth the Commitment and the Commitment Expiration Date, if
applicable, and the initial Investing Office of the Additional Purchaser, as
well as administrative information with respect to the Additional Purchaser. 


          THIS
SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. 


                    (i)          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
Supplement is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as Owner Trustee, 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 Issuer is made and intended not as a personal representation,
undertaking or agreement by Wilmington Trust Company but is made and intended
for the purpose for binding only the Issuer and the Trust Estate, and (c) under
no circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Supplement or any other Transaction
Documents.


-2-






                    IN
WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed
by their respective duly authorized officers on Schedule I hereto as of the
date set forth in Item 1 of Schedule I hereto. 


-3-






SCHEDULE I TO

JOINDER SUPPLEMENT 


COMPLETION OF INFORMATION AND

SIGNATURES FOR JOINDER SUPPLEMENT


	
 

	
 

	
 


	
 

	
Re:     

	
Second Amended and Restated Note Funding Agreement, dated as of June
 1, 2009, among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN CORPORATION, as
 Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor,
 the Purchasers party thereto and Branch Banking and Trust Company, as Agent. 


	
 

	
 

	
 


	
Item 1:

	
 

	
Date of
 Joinder Supplement: 


	
 

	
 

	
 


	
Item 2:

	
 

	
Additional
 Purchaser:


	
 

	
 

	
 


	
Item 3:

	
 

	
Signatures
 of Parties to Agreement: 








	
 

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
as
 Additional Purchaser

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
[By: 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:]

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
BXG
 TIMESHARE TRUST I

	
 


	
 

	
 

	
as Issuer

	
 


	
 

	
 

	
 

	
 


	
 

	
By __________________, not in its individual capacity, but solely as
 Owner Trustee


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
BRANCH
 BANKING AND TRUST

	
 


	
 

	
 

	
COMPANY, as
 Agent

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





-1-






	
 

	
 

	
 

	
 


	
 

	
 

	
BLUEGREEN
 CORPORATION,

	
 


	
 

	
 

	
as Seller
 and Servicer

	
 


	
 

	
 

	
 

	
 


	
 

	
By:  

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
BLUEGREEN
 TIMESHARE FINANCE


	
 

	
 

	
CORPORATION
 I, as Depositor

	
 


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





-2-






SCHEDULE II TO
JOINDER SUPPLEMENT 


LIST OF INVESTING OFFICES, ADDRESSES

FOR NOTICES AND COMMITMENT


	
 

	
 

	
 

	
 

	
 


	
[Additional
 Purchaser]

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Initial Commitment Percentage:

	
 

	
 

	
 

	
 


	
(if applicable)

	
 

	
 

	
 

	
%


	
 

	
 

	


	


	
 


	
Class of Notes

	
 

	
 

	
 

	
 


	
 

	
 

	


	


	
 


	
Initial Commitment:

	
 

	
$

	
 

	
 


	
 

	
 

	


	


	
 


	
Office and
 Address for Notices:

	
 

	
 

	
 

	
 





-1-






SCHEDULE III TO

JOINDER SUPPLEMENT


FORM OF

JOINDER EFFECTIVE NOTICE


	
 

	
 


	
To:

	
[Names and
 addresses of 


	
 

	
Issuer,
 Seller, Servicer, Indenture Trustee, Depositor

 Agent and Additional Purchaser] 





                    The
undersigned, as Agent under the Second Amended and Restated Note Funding
Agreement, dated as of June 1, 2009, among BXG TIMESHARE TRUST I, as Issuer,
BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE
CORPORATION I, as Depositor, the Purchasers parties thereto and Branch Banking
and Trust Company, as Agent for the Purchasers thereunder, acknowledges receipt
of five executed counterparts of a completed Joinder Supplement. [Note: attach
copies of Schedules I and II from such Agreement.] Terms defined in such
Supplement are used herein as therein defined. 


                    Pursuant
to such Supplement, you are advised that the Joinder Effective Date will be
_____________, . 


Very truly
yours, 


BRANCH BANKING
AND TRUST COMPANY, as Agent 


	
 

	
 


	
By: 

	
 


	
 

	



	
 

	
Name:


	
 

	
Title:





-1-







EXHIBIT C


FORM OF TRANSFER SUPPLEMENT


                    TRANSFER
SUPPLEMENT, dated as of the date set forth in Item 1 of Schedule I hereto,
among the transferor Purchaser set forth in Item 2 of Schedule I hereto (the “Transferor
Purchaser”), the Purchasing Purchaser set forth in Item 3 of Schedule I
hereto (the “Purchasing Purchaser”), and Branch Banking and Trust
Company, as Agent for the Purchasers under, and as defined in, the Note Funding
Agreement described below (in such capacity, the “Agent”).


WITNESSETH:


                    WHEREAS,
this Supplement is being executed and delivered in accordance with subsection
8.1(e) of the Second Amended and Restated Note Funding Agreement, dated as of
June 1, 2009, among BXG TIMESHARE TRUST I, as Issuer, BLUEGREEN CORPORATION, as
Seller and Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor,
the Purchasers parties thereto and the Agent (as from time to time amended,
supplemented or otherwise modified in accordance with the terms thereof, the “Note
Funding Agreement”; unless otherwise defined herein, terms defined in the
Note Funding Agreement are used herein as therein defined);


                    WHEREAS,
the Purchasing Purchaser (if it is not already a Purchaser party to the Note
Funding Agreement) wishes to become a Purchaser party to the Note Funding
Agreement and the Purchasing Purchaser wishes to acquire and assume from the
Transferor Purchaser, certain of the rights, obligations and commitments under
the Note Funding Agreement; and


                    WHEREAS,
the Transferor Purchaser wishes to sell and assign to the Purchasing Purchaser,
certain of its rights, obligations and commitments under the Note Funding
Agreement.


                    NOW,
THEREFORE, the parties hereto hereby agree as follows:


          (a)      Upon
receipt by the Agent of five counterparts of this Supplement, to each of which
is attached a fully completed Schedule I and Schedule II, each of which has
been executed by the Transferor Purchaser, the Purchasing Purchaser [,the
Issuer]1 and the Agent, the Agent will transmit to the Servicer, the
Seller, the Issuer, the Depositor, the Indenture Trustee, the Transferor
Purchaser and the Purchasing Purchaser a Transfer Effective Notice,
substantially in the form of Schedule III to this Supplement (a “Transfer
Effective Notice”). Such Transfer Effective Notice shall be executed by the
Agent and shall set forth, inter alia, the date on which the
transfer effected by this Supplement shall become effective (the “Transfer
Effective Date”). From and after the Transfer Effective Date the Purchasing
Purchaser shall be a Purchaser party to the Note Funding Agreement for all
purposes thereof.


          (b)      At
or before 12:00 Noon, local time of the Transferor Purchaser, on the Transfer
Effective Date, the Purchasing Purchaser shall pay to the Transferor Purchaser,
in immediately available funds, an amount equal to the purchase price, as
agreed between the Transferor Purchaser and such Purchasing Purchaser (the “Purchase
Price”), of the portion set forth on 


	
 

	
 


	



	
1

	
If required
 by the Note Funding Agreement.





-1-






Schedule II hereto being purchased by such Purchasing Purchaser of the
outstanding advances under the Note owned by the Transferor Purchaser (such
Purchasing Purchaser’s “Purchase Percentage”) and other amounts owing to
the Transferor Purchaser under the Note Funding Agreement or otherwise in
respect of the Notes. Effective upon receipt by the Transferor Purchaser of the
Purchase Price from the Purchasing Purchaser, the Transferor Purchaser hereby
irrevocably sells, assigns and transfers to the Purchasing Purchaser, without
recourse, representation or warranty, and the Purchasing Purchaser hereby
irrevocably purchases, takes and assumes from the Transferor Purchaser, the Purchasing
Purchaser’s Purchase Percentage of [(i)] the presently Outstanding Note Balance
under the Notes owned by the Transferor Purchaser and other amounts owing to
the Transferor Purchaser in respect of the Notes, together with all
instruments, documents and collateral security pertaining thereto, [and (ii)
the Purchasing Purchaser’s Purchase Percentage of the Commitment Percentage and
the Commitment of the Transferor Purchaser and other rights, duties and
obligations of the Transferor Purchaser under the Note Funding Agreement.] This
Supplement is intended by the parties hereto to effect a purchase by the
Purchasing Purchaser and sale by the Transferor Purchaser of interests in the
Notes, and it is not to be construed as a loan or a commitment to make a loan
by the Purchasing Purchaser to the Transferor Purchaser. The Transferor
Purchaser hereby confirms that the amount of the Outstanding Note Balance of
the Notes is $______________ and its Percentage Interest thereof is ___%, which
equals $______________ as of ______, 200_. Upon and after the Transfer
Effective Date (until further modified in accordance with the Note Funding
Agreement), the Commitment Percentage of the Transferor Purchaser and the
Purchasing Purchaser and the Commitment of the Transferor Purchaser and the
Purchasing Purchaser shall be as set forth in Schedule II to this Supplement.


          (c)      The
Transferor Purchaser has made arrangements with the Purchasing Purchaser with
respect to (i) the portion, if any, to be paid, and the date or dates for
payment, by the Transferor Purchaser to the Purchasing Purchaser of any fees
heretofore received by the Transferor Purchaser pursuant to the Note Funding
Agreement prior to the Transfer Effective Date and (ii) the portion, if any, to
be paid, and the date or dates for payment, by the Purchasing Purchaser to the
Transferor Purchaser of fees or interest received by the Purchasing Purchaser
pursuant to the Note Funding Agreement or otherwise in respect of the Notes
from and after the Transfer Effective Date.


          (d)      All
principal payments that would otherwise be payable from and after the Transfer
Effective Date to or for the account of the Transferor Purchaser in respect of
the Notes shall, instead, be payable to or for the account of the Transferor
Purchaser and the Purchasing Purchaser, as the case may be, in accordance with
their respective interests as reflected in this Supplement.


          (e)      All
interest, fees and other amounts that would otherwise accrue for the account of
the Transferor Purchaser from and after the Transfer Effective Date pursuant to
the Note Funding Agreement or in respect of the Notes shall, instead, accrue
for the account of, and be payable to or for the account of, the Transferor
Purchaser and the Purchasing Purchaser, as the case may be, in accordance with
their respective interests as reflected in this Supplement. In the event that
any amount of interest, fees or other amounts accruing prior to the Transfer
Effective Date was included in the Purchase Price paid by the Purchasing
Purchaser, the Transferor Purchaser and the Purchasing Purchaser will make
appropriate arrangements for payment by the 


-2-






Transferor Purchaser to the Purchasing Purchaser of such amount upon
receipt thereof from the Agent.


          (f)      Concurrently
with the execution and delivery hereof, the Purchasing Purchaser will deliver
to Agent, the Issuer and the Indenture Trustee an executed Investment Letter in
the form of Exhibit A to the Note Funding Agreement.


          (g)      Each
of the parties to this Supplement agrees and acknowledges that (i) at any time
and from time to time upon the written request of any other party, it will
execute and deliver such further documents and do such further acts and things
as such other party may reasonably request in order to effect the purposes of
this Supplement, and (ii) the Agent shall apply each payment made to it under
the Note Funding Agreement, whether in its individual capacity or as Agent, in
accordance with the provisions of the Note Funding Agreement, as appropriate.


          (h)      By
executing and delivering this Supplement, the Transferor Purchaser and the
Purchasing Purchaser confirm to and agree with each other and the Agent and the
Purchaser as follows: (i) other than the representation and warranty that it is
the legal and beneficial owner of the interest being assigned hereby free and
clear of any adverse claim created by or through it, the Transferor Purchaser
makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with
the Note Funding Agreement or the Indenture or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Note Funding
Agreement or any other instrument or document furnished pursuant thereto; (ii)
the Transferor Purchaser makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Seller, the
Servicer, the Depositor, the Issuer or the Indenture Trustee, or the
performance or observance by the Seller, the Servicer, the Depositor, the
Issuer or the Indenture Trustee of any of their respective obligations under
the Note Funding Agreement, the Indenture or any other instrument or document
furnished pursuant hereto; (iii) each Purchasing Purchaser confirms that it has
received a copy of such documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Supplement; (iv)
each Purchasing Purchaser will, independently and without reliance upon the
Agent, the Transferor Purchaser or any other Purchaser and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Note
Funding Agreement or the Indenture; (v) each Purchasing Purchaser appoints and
authorizes the Agent to take such action as agent on its behalf and to exercise
such powers under the Note Funding Agreement and the Indenture as are delegated
to the Agent by the terms thereof, together with such powers as are reasonably
incidental thereto, all in accordance with Section 7 of the Note Funding
Agreement; and (vi) each Purchasing Purchaser agrees (for the benefit of the
Transferor Purchaser, the Issuer, the Agent, the Purchasers, the Indenture
Trustee, the Depositor, the Seller, the Servicer and the Issuer) that it will
perform in accordance with their terms all of the obligations which by the
terms of the Note Funding Agreement are required to be performed by it as a
Purchaser.


          (i)      [Schedule
II hereto sets forth the revised Commitment Percentage and Commitment of the
Transferor Purchaser, the Commitment Percentage, the Commitment of the
Purchasing Purchaser, as applicable, and the initial Investing Office of the
Purchasing Purchaser, as well as administrative information with respect to the
Purchasing Purchaser.]


-3-






          (j)      THIS SUPPLEMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                    IN
WITNESS WHEREOF, the parties hereto have caused this Supplement to be executed
by their respective duly authorized officers on Schedule I hereto as of the
date set forth in Item 1 of Schedule I hereto.


-4-






SCHEDULE I TO

TRANSFER SUPPLEMENT


COMPLETION OF INFORMATION AND

SIGNATURES FOR TRANSFER SUPPLEMENT


	
 

	
 

	
 


	
 

	
Re:

	
Second Amended and Restated Note Funding Agreement, dated as of June
 1, 2009, among BXG TIMESHARE TRUST I, BLUEGREEN CORPORATION, as Seller and
 Servicer, BLUEGREEN TIMESHARE FINANCE CORPORATION I, as Depositor, the
 Purchasers party thereto and Branch Banking and Trust Company, as Agent.








	
 

	
 


	
Item 1:

	
Date of
 Transfer Supplement:


	
 

	
 


	
Item 2:

	
Transferor
 Purchaser:


	
 

	
 


	
Item 3:

	
Purchasing Purchaser:


	
 

	
 


	
Item 4:

	
Signatures
 of Parties to Agreement:








	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
as
 Transferor Purchaser


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
as
 Purchasing Purchaser


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
 

	



	
 

	
 

	
 

	
Name:


	
 

	
 

	
 

	
Title:





-1-






CONSENTED TO
AND ACCEPTED BY:


BRANCH BANKING
AND TRUST COMPANY, as Agent


	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
BXG
 TIMESHARE TRUST I

	
 


	
 

	
 

	
 

	
 


	
By
 __________, not in its individual 

	
 


	
 

	
 

	
capacity,
 but solely as Owner

 Trustee

	
 


	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
BLUEGREEN
 CORPORATION,

	
 


	
 

	
 

	
as Seller
 and Servicer

	
 


	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 


	
 

	
 

	
 

	
 


	
BLUEGREEN
 TIMESHARE FINANCE CORPORATION I, as Depositor


	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





-2-






SCHEDULE II TO

TRANSFER SUPPLEMENT


LIST OF INVESTING OFFICES, ADDRESSES

FOR NOTICES, ASSIGNED INTERESTS, PURCHASE

AND COMMITMENT PERCENTAGES AND PURCHASE PRICE


	
 

	
 

	
 

	
 

	
 

	
 


	
[Transferor
 Purchaser]

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Commitment Percentage:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Transferor Purchaser Commitment Percentage

 Prior to Sale:

	
 

	
 

	
 

	
%


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Commitment Percentage Sold:

	
 

	
 

	
 

	
%


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Commitment Percentage Retained:

	
 

	
 

	
 

	
%


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Commitment:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Transferor Purchaser Commitment
Prior to
 Sale:

	
 

	
$

	
 

	
 


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Commitment Sold:

	
 

	
$

	
 

	
 


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Commitment Retained

	
 

	
$

	
 

	
 


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Class of Notes

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
D.

	
Outstanding Note Balance of Notes:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Transferor Purchaser 

	
 

	
 

	
 

	
 


	
 

	
Outstanding Note Balance of Notes Prior to
 Sale:

	
 

	
$

	
 

	
 


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Outstanding Note Balance of Notes Sold:

	
 

	
$

	
 

	
 


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Outstanding Note Balance of Notes Retained:

	
 

	
$

	
 

	
 


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
E.

	
Purchase Percentage:

	
 

	
 

	
 

	
%


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
[Purchasing Purchaser]

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Commitment Percentage:

	
 

	
 

	
 

	
%


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
Commitment:

	
 

	
$

	
 

	
 


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
C.

	
Outstanding Note Balance of Notes Owned
 Immediately After Sale:

	
 

	
$

	
 

	
 


	
 

	
 

	
 

	


	


	
 


	
 

	
 

	
 

	
 

	
 

	
 


	
Address for Notices:

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
Investing Office:

	
 

	
 

	
 

	
 





-1-






SCHEDULE III TO

TRANSFER SUPPLEMENT


Form of

Transfer Effective Notice


	
 

	
 

	
 


	
 

	
To:

	
[Name and
 address of


	
 

	
 

	
Issuer,
 Servicer, Indenture Trustee, the Transferor 


	
 

	
 

	
Purchaser
 and the Purchasing Purchaser]





                    The
undersigned, as Agent under the Second Amended and Restated Note Funding
Agreement, dated as of June 1, 2009, among BXG TIMESHARE TRUST I, as Issuer,
BLUEGREEN CORPORATION, as Seller and Servicer, BLUEGREEN TIMESHARE FINANCE
CORPORATION I, as Depositor, the Purchasers parties thereto and Branch Banking
and Trust Company, as Agent for the Purchasers thereunder, acknowledges receipt
of five executed counterparts of a completed Transfer Supplement. [Note: attach
copies of Schedules I and II from such Agreement.] Terms defined in such
Supplement are used herein as therein defined.


                    Pursuant
to such Transfer Supplement, you are advised that the Transfer Effective Date
will be _____________, 200_.


Very truly
yours,


BRANCH BANKING
AND TRUST COMPANY, as Agent


	
 

	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	
 

	


	
 


	
 

	
 

	
Name:

	
 


	
 

	
 

	
Title:

	
 





1






EXHIBIT D


FORM OF BORROWING NOTICE


          SECOND
AMENDED AND RESTATED NOTE FUNDING AGREEMENT (the “Agreement”), dated as of June 1, 2009, by and among BXG
TIMESHARE TRUST I, a Delaware statutory trust (the “Issuer”), BLUEGREEN CORPORATION, a Massachusetts corporation
(“Bluegreen”), BLUEGREEN TIMESHARE
FINANCE CORPORATION I, a Delaware corporation (the “Depositor”), the PURCHASERS from time to time parties hereto
(collectively, the “Purchasers”)
and BRANCH BANKING AND TRUST COMPANY (“BB&T”),
a North Carolina corporation, as agent for the Purchasers (together with its
successors in such capacity, the “Agent”).


	
 

	
 


	
Purchaser:

	



	
 

	
 


	
Issuer:

	
BXG
 Timeshare Trust I


	
 

	
 


	
Requested
 Funding Date:

	



	
 

	
 


	
Transmission
 Date:

	









	
 

	
 

	
 

	
 

	
 


	
Timeshare
 Loans to be Pledged:

	
 

	
 

	
See
 attachment

	
 


	
 

	
 

	
 

	
 

	
 


	
Borrowing
 Base Prior to Funding:

	
 

	
$

	


	
 


	
 

	
 

	
 

	
 

	
 


	
Borrowing
 Base After Funding:

	
 

	
$

	


	
 


	
 

	
 

	
 

	
 

	
 


	
Available
 Commitment Prior to Funding:

	
 

	
$

	


	
 


	
 

	
 

	
 

	
 

	
 


	
Available
 Commitment After Funding:

	
 

	
$

	


	
 


	
 

	
 

	
 

	
 

	
 


	
Requested
 Wire Amount

	
 

	
$

	


	
 


	
 

	
 

	
 

	
 

	
 


	
Wire Instructions:

	
 

	
 

	
 

	
 





2






Requested by:


BXG TIMESHARE
TRUST I


	
 

	
 

	
 


	
By:

	
Wilmington
 Trust Company,

	
 


	
 

	
not in its
 individual capacity, but solely as Owner Trustee


	
 

	
 

	
 


	
By:

	
 

	
 

	
 


	
 

	


	
 

	
 


	
Name:

	
 


	
Title:

	
 

	
 


	
 

	
 

	
 


	
BLUEGREEN
 CORPORATION

	
 


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 

	
 


	
Name:

	
 


	
Title:

	
 

	
 


	
 

	
 

	
 


	
BLUEGREEN TIMESHARE
 FINANCE CORPORATION I


	
 

	
 

	
 


	
By:

	
 

	
 


	
 

	


	
 

	
 


	
Name:

	
 


	
Title:

	
 

	
 





2






Attachment 


SCHEDULE OF TIMESHARE LOANS PROPOSED TO BE
PLEDGED


This schedule
will be supplemented from time to time by the Schedule of Timeshare Loans
attached to a borrowing notice dated subsequent to the date hereof. Each such
Schedule of Timeshare Loans shall be deemed to be incorporated herein and made
a part hereof for all purposes.


1






SCHEDULE A


Subsidiaries and Divisions


1






SCHEDULE B


Tradenames


1 






SCHEDULE C


Material Transactions


1 






SCHEDULE 4.1(k)


Tax Schedule


          In
2005, the State of Tennessee Audit Division (the “Division”) audited certain subsidiaries within Bluegreen
Resorts for the period from December 1, 2001 through December 31, 2004. On
September 23, 2006, the Division issued a notice of assessment for
approximately $652,000 of accommodations tax based on the use of Bluegreen
Vacation Club accommodations by Bluegreen Vacation Club members who became
members through the purchase of non-Tennessee property. Bluegreen believes the
attempt to impose such a tax is contrary to Tennessee law, and intends to
vigorously oppose such assessment by the Division. An informal conference was
held in early December 2007 to discuss this matter with representatives of the
Division. No formal resolution of the issue was reached during the conference
and no further action has been initiated yet by the State of Tennessee. There
is no assurance that Bluegreen will be successful in contesting the current
assessment.


          The
State of North Carolina recently completed an income tax audit of Bluegreen
Corporation for the tax years ending December 31, 2004 through December 31,
2006 with no material adjustments. On March 20, 2009 North Carolina sent
correspondence notifying Bluegreen Corporation that the state was revising its
recently completed income tax audit. The proposed revision relates to a $61.5
million “dividend” presented on Bluegreen’s 2002 income tax return that the
state believes should reduce the net economic losses that Bluegreen used to
decrease its taxes owed in years 2004 through 2005. This reduction in the
available net economic loss would create additional income tax of approximately
$376,000. On May 7, 2009, Bluegreen formally objected to the assessment and
requested departmental review of the issue. Bluegreen believces that no true
cash dividend was received by it and, therefore, a reduction in the net
economic losses for the years in question is not warranted. Although Bluegreen
intends to vigorously oppose such assessment, no assurance exists that it will
prevail.


1