Execution Version


AMENDMENT
No. 2 to TRUST AGREEMENT


          This
Amendment No. 2 (this “Amendment”), dated as of June 1, 2009, is
entered into by and among Bluegreen Timeshare Finance Corporation I (as “Depositor”
and “Residual
Interest Holder”), GSS Holdings, Inc. (as “Trust Owner”) and Wilmington
Trust Company (as “Owner Trustee”, and together with the
Depositor, the Residual Interest Owner and the Trust Owner, the “Trust
Parties”) and relates to that certain Trust Agreement, dated as of
May 5, 2006, by and among the Trust Parties (as amended by that certain
Amendment No. 1, dated as of March 1, 2008, by and among the Trust Parties, the
“Trust
Agreement”).


RECITALS


          WHEREAS,
the Trust Parties desire to incorporate the second amended and restated
standard definitions attached hereto as Exhibit A (the “Second
Amended and Restated Standard Definitions”) into the Trust Agreement.


          NOW,
THEREFORE, in consideration of the mutual promises hereinafter set forth, and
for other good and adequate consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:


          Section
1.01 Amendment
to Trust Agreement.


          The
Trust Parties hereby agree that the “Amended and Restated Standard Definitions”
attached to the Trust Agreement as Exhibit A shall be replaced with the Second
Amended and Restated Standard Definitions.


          Section
2.01. Counterparts.


This Amendment may be executed (by facsimile or
otherwise) in any number of counterparts, each of which counterparts shall be
deemed to be an original, and such counterparts shall constitute but one and
the same instrument.


          Section
2.02. Governing Law.


          THIS
AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
IN THE STATE OF DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
TRANSACTION PARTIES AND THE REQUIRED PURCHASER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.


          Section
2.03. Severability of Provisions.


          If
any one or more of the covenants, agreements, provisions or terms of this
Amendment shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed
severable from the remaining covenants,






Execution Version


agreements, provisions or terms of this
Amendment and shall in no way affect the validity or enforceability of the
other provisions of this Amendment. 


          Section
2.04. Continuing Effect.


          Except
as expressly amended hereby, the Trust Agreement shall continue in full force
and effect in accordance with the provisions thereof and the Trust Agreement is
in all respects hereby ratified, confirmed and preserved. 


          Section
2.05. Successors and Assigns.


          This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns.


          Section
2.06. Direction
to the Owner Trustee.


          By
its execution hereof, the Depositor hereby authorizes and directs the Owner
Trustee to execute, deliver and perform this Amendment and any and all other
documents, instruments and agreements, and to take any and all other action
which may be necessary or convenient to effect the transactions contemplated
hereby.


[Signature page to
follow]






Execution Version


          IN
WITNESS WHEREOF, the parties below have caused this Amendment to be duly
executed by their respective duly authorized officers.


	
 

	
 

	
 

	
 


	
 

	
BLUEGREEN TIMESHARE FINANCE
 CORPORATION I


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
Allan J. Herz


	
 

	
Title:

	
President and Assistant
 Treasurer


	
 

	
 

	
 


	
 

	
BXG TIMESHARE TRUST I,


	
 

	
 


	
 

	
By:

	
 

	
Wilmington Trust Company, not
 in its individual capacity, but solely as Owner Trustee


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
Title:

	
 


	
 

	
 

	
 


	
 

	
WILMINGTON TRUST COMPANY, not in its individual
 capacity but solely as Owner Trustee 


	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
Title:

	
 


	
 

	
 

	
 


	
 

	
GSS HOLDINGS, INC.


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
Title:

	
 












Execution Version


Pursuant to Section 11.01 of the Trust Agreement, the
undersigned hereby consents to this Amendment.


	
 

	
 

	
 

	
 


	
 

	
U.S. BANK NATIONAL
 ASSOCIATION, as Indenture Trustee


	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
Title:

	
 


	
 

	
 

	
 


	
 

	
BRANCH BANKING AND TRUST
 COMPANY, as Agent, representing a majority of the Outstanding Note Balance of
 each Class of Notes


	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	



	
 

	
Name:

	
 


	
 

	
Title: