OF ANY STATE OF THE UNITED STATES
AND ANY OTHER APPLICABLE JURISDICTION, AND (B) THE HOLDER WILL, AND EACH
SUBSEQUENT HOLDER OR TRANSFEREE IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS
NOTE OR ANY INTEREST HEREIN FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN
(A) ABOVE.
THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE
SERVICER, THE BACKUP SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR ANY
OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS NOTE NOR THE UNDERLYING TIMESHARE
LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR
ANY OTHER PERSON.
THE OUTSTANDING NOTE BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN BELOW.
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE NOTE REGISTRAR OR ANY
AGENT THEREOF FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE
ISSUED
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IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
NO RESALE OR OTHER TRANSFER OF THIS NOTE OR ANY INTEREST HEREIN SHALL BE MADE TO
ANY TRANSFEREE UNLESS (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THIS NOTE
OR ANY INTEREST HEREIN ON BEHALF OF OR WITH THE ASSETS OF, ANY "EMPLOYEE BENEFIT
PLAN" AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT
OF 1974, AS AMENDED ("ERISA"), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY OTHER
"PLAN" AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR ANY ENTITY
WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN EMPLOYEE BENEFIT
PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY OR ANY PLAN THAT IS SUBJECT TO ANY
SUBSTANTIALLY SIMILAR PROVISION OF FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW")
OR (B) NO "PROHIBITED TRANSACTION" UNDER ERISA OR SECTION 4975 OF THE CODE OR
SIMILAR LAW THAT IS NOT SUBJECT TO A STATUTORY, REGULATORY OR ADMINISTRATIVE
EXEMPTION AND NO VIOLATION OF SIMILAR LAW WILL OCCUR IN CONNECTION WITH THE
PURCHASER'S OR SUCH TRANSFEREE'S ACQUISITION, HOLDING OR DISPOSITION OF THIS
NOTE OR ANY INTEREST HEREIN.
EACH PURCHASER OR TRANSFEREE OF THIS NOTE, BY ITS
ACCEPTANCE OF THIS NOTE OR ANY INTEREST HEREIN, WILL BE DEEMED TO HAVE MADE THE
REPRESENTATIONS REFERENCED HEREIN.
THIS NOTE IS SUBORDINATE TO ONE OR MORE CLASSES OF NOTES OF THE SAME SERIES AS
AND TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.
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BXG RECEIVABLES NOTE TRUST 2017-A
TIMESHARE LOAN-BACKED NOTES, SERIES 2017-A, CLASS B
RULE 144A GLOBAL NOTE