THIS NOTE, BORROWER AND GUARANTOR
HAVE NO DEFENSES TO OR SETOFFS AGAINST ANY OF THE OBLIGATIONS, NOR CLAIMS
AGAINST HOLDER OR ITS AFFILIATES FOR ANY MATTER WHATSOEVER, RELATED OR UNRELATED
TO THE OBLIGATIONS; AND (ii) RELEASES HOLDER AND ITS AFFILIATES FROM ALL CLAIMS,
CAUSES OF ACTION, AND COSTS, IN LAW OR EQUITY, EXISTING AS OF THE DATE OF THIS
NOTE WHICH BORROWER HAS OR MAY HAVE BY REASON OF ANY MATTER OF ANY CONCEIVABLE
KIND OR CHARACTER WHATSOEVER, RELATED OR UNRELATED TO THE OBLIGATIONS, INCLUDING
THE SUBJECT MATTER OF THIS NOTE.
THE FOREGOING RELEASE DOES NOT APPLY, HOWEVER,
TO ANY OTHER CLAIMS, INCLUDING, WITHOUT LIMITATION, ANY CLAIM FOR FUTURE
PERFORMANCE OF EXPRESS CONTRACTUAL OBLIGATIONS THAT MATURE AFTER THE DATE HEREOF
THAT ARE OWING TO BORROWER BY HOLDER OR ITS AFFILIATES.
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IN WITNESS WHEREOF, the undersigned has caused this Note to be duly
executed and delivered as of the date first set forth above.
BORROWER:
BLUEGREEN/BIG CEDAR VACATIONS, LLC, a Delaware limited
liability company
By:
Name: Anthony M. Puleo
Title: Vice President and Treasurer
Federal
ID #: 65-1016052
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