___________________________
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 Fourth Amended and Restated Note Funding
Agreement, dated as of October 1, 2011, 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
FOURTH AMENDED AND RESTATED NOTE FUNDING AGREEMENT (the "Agreement"), dated as
of October 1, 2011, 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:
1
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