BXG RECEIVABLES NOTE TRUST 2009 ? A

This NOTE PURCHASE AGREEMENT, dated as of       ,       (this “Note Purchase Agreement” ) , is among BXG RECEIVABLES NOTE TRUST 2009 – A, a statutory trust formed under the laws of the State of Delaware, as note issuer (the “Note Issuer” ), STRATSTONE/BLUEGREEN SECURED INCOME FUND, LLC (the “Noteholder” ),   BLUEGREEN CORPORATION ( “Bluegreen” ), a Massachusetts corporation, in its capacity as servicer (the “Servicer” ), VACATION TRUST, INC., a Florida corporation, as trustee under the Club Trust Agreement (the “Club Trustee” ), [BRFC 2009-A LLC], a Delaware limited liability company, as depositor (the “Depositor” ),                           , a             corporation, as backup servicer (the “Backup Servicer” ) and                           , a national banking association, as Collateral Agent (the “Collateral Agent” ) , paying agent (the “Paying Agent” )   and as custodian (the “Custodian” ).

WHEREAS, the Note Issuer has duly authorized the execution and delivery of this Note Purchase Agreement to provide for the purchase by the Noteholder of its Timeshare Secured Note (the “Note” ) by the Noteholder;

WHEREAS, all things necessary to make the Note, when executed by the Note Issuer, the valid obligation of the Note Issuer enforceable in accordance with its terms, have been done;

WHEREAS, the Servicer has agreed to service and administer the Timeshare Loans securing the Note and the Backup Servicer has agreed to, among other things, service and administer the Timeshare Loans if the Servicer shall no longer be the Servicer hereunder; and

WHEREAS, the Club Trustee is a limited purpose entity which, on behalf of Beneficiaries of the Club, holds title to the Timeshare Properties related to the Club Loans.

NOW, THEREFORE, for and in consideration of the premises, the purchase of the Note by the Noteholder and of the mutual covenants herein contained, the parties hereto agree as follows:

SECTION 1.1         General Definitions and Usage of Terms .

(a)           In addition to the terms defined elsewhere in this Note Purchase Agreement, capitalized terms shall have the meanings given them in the Standard Definitions attached hereto as Annex A .

(b)           With respect to all terms in this Note Purchase Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to “writing” include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Note Purchase Agreement; references to Persons include their successors and assigns; and the term “including” means “including without limitation”.

SECTION 1.2         Compliance Certificates and Opinions .

Upon any written application or request (or oral application with prompt written or telecopied confirmation) by the Note Issuer or the Noteholder, as applicable, to the Collateral Agent to take action under any provision of this Note Purchase Agreement, other than any request that (a) the Collateral Agent invest moneys in any of the Accounts pursuant to the written directions specified in such request or (b) the Collateral Agent pay moneys due and payable to the Note Issuer or the Noteholder, as applicable, hereunder to the Noteholder’s assignee specified in such request, the Collateral Agent shall require the Note Issuer or the Noteholder, as applicable, to furnish to the Collateral Agent an Officer’s Certificate stating that all conditions precedent, if any, provided for in this Note Purchase Agreement relating to the proposed action have been complied with and that the request otherwise is in accordance with the terms of this Note Purchase Agreement, and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of any such requested action as to which other evidence of satisfaction of the conditions precedent thereto is specifically required by any provision of this Note Purchase Agreement, no additional certificate or opinion need be furnished.

SECTION 1.3         Form of Documents Delivered to Collateral Agent .

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Note Issuer or the Noteholder, as applicable, delivered to the Collateral Agent may be based, insofar as it relates to legal matters, upon an Opinion of Counsel, unless such officer knows that the opinion with respect to the matters upon which his/her certificate or opinion is based is erroneous.  Any such officer’s certificate or opinion and any Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Note Issuer or the Noteholder, as applicable, as to such factual matters unless such officer or counsel knows that the certificate or opinion or representations with respect to such matters is erroneous.  Any Opinion of Counsel may be based on the written opinion of other counsel, in which event such Opinion of Counsel shall be accompanied by a copy of such other counsel’s opinion and shall include a statement to the effect that such other counsel believes that such counsel and the Collateral Agent may reasonably rely upon the opinion of such other counsel.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Note Purchase Agreement, they may, but need not, be consolidated and form one instrument.

Wherever in this Note Purchase Agreement, in connection with any application or certificate or report to the Collateral Agent, it is provided that the Noteholder or the Note Issuer shall deliver any document as a condition of the granting of such application, or as evidence of compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Noteholder or the Note Issuer to have such application granted or to the sufficiency of such certificate or report.  The foregoing shall not, however, be construed to affect the Collateral Agent’s right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Section 7.1(b) hereof.

Whenever in this Note Purchase Agreement it is provided that the absence of the occurrence and continuation of a Default, Event of Default or Servicer Event of Default is a condition precedent to the taking of any action by the Collateral Agent at the request or direction of the Noteholder or the Note Issuer, then, notwithstanding that the satisfaction of such condition is a condition precedent to the Noteholder’s or the Note Issuer’s right to make such request or direction, the Collateral Agent shall be protected in acting in accordance with such request or direction if it does not have knowledge of the occurrence and continuation of such event.  For all purposes of this Note Purchase Agreement, neither the Noteholder nor the Collateral Agent shall be deemed to have knowledge of any Default, Event of Default or Servicer Event of Default nor shall the Noteholder or Collateral Agent have any duty to monitor or investigate to determine whether a default has occurred (other than an Event of Default of the kind described in Section 6.1(a) hereof) or Servicer Event of Default has occurred unless a Responsible Officer of the Noteholder or Collateral Agent, as applicable, shall have actual knowledge thereof or shall have been notified in writing thereof by the Note Issuer, the Servicer or any secured party.

SECTION 1.4         Acts of Noteholder, etc .

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Note Purchase Agreement to be given or taken by the Noteholder may be embodied in and evidenced by an instrument signed by the Noteholder in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Collateral Agent and, where it is hereby expressly required, to the Note Issuer.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Noteholder signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Note Purchase Agreement and (subject to Section 7.1 hereof) conclusive in favor of the Collateral Agent and the Note Issuer, if made in the manner provided in this Section 1.4 .

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Collateral Agent deems sufficient.

(c)           Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Noteholder shall bind every future holder of the Note and the holder of every Note issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof in respect of anything done, omitted or suffered to be done by the Collateral Agent or the Note Issuer in reliance thereon, whether or not notation of such action is made upon the Note.

SECTION 1.5         [Reserved] .

SECTION 1.6         Effect of Headings and Table of Contents .

The Article and Section headings herein and in the Table of Contents are for convenience only and shall not affect the construction hereof.

SECTION 1.7         Successors and Assigns .

All covenants and agreements in this Note Purchase Agreement by each of the parties hereto shall bind its respective successors and permitted assigns, whether so expressed or not.

SECTION 1.8         Governing Law .

THIS NOTE PURCHASE AGREEMENT AND THE NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS 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 1.9         Legal Holidays .

In any case where any Payment Date or the Stated Maturity or any other date on which principal of or interest on the Note is proposed to be paid shall not be a Business Day, then (notwithstanding any other provision of this Note Purchase Agreement or of the Note) such payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on such Payment Date, Stated Maturity or other date on which principal of or interest on the Note is proposed to be paid; provided , that no penalty interest shall accrue for the period from and after such Payment Date, Stated Maturity, or any other date on which principal of or interest on the Note is proposed to be paid, as the case may be, until such next succeeding Business Day.

SECTION 1.10       Execution in Counterparts .

This Note Purchase Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 1.11       Inspection .

The Note Issuer agrees that, on ten Business Days’ prior notice (or, one Business Day’s prior notice after the occurrence and during the occurrence of an Event of Default or a Servicer Event of Default), it will permit the representatives of the Collateral Agent or the Noteholder, during the Note Issuer’s normal business hours, to examine all of the books of account, records, reports and other papers of the Note Issuer, to make copies thereof and extracts therefrom, and to discuss its affairs, finances and accounts with its designated officers, employees and independent accountants in the presence of such designated officers and employees (and by this provision the Note Issuer hereby authorizes its independent accountants to discuss with such representatives such affairs, finances and accounts), all at such reasonable times and as often as may be reasonably requested for the purpose of reviewing or evaluating the financial condition or affairs of the Note Issuer or the performance of and compliance with the covenants and undertakings of the Note Issuer and the Servicer in this Note Purchase Agreement or any of the other documents referred to herein or therein.  Any reasonable expense incident to the exercise by the Collateral Agent at any time or the Noteholder during the continuance of any Default or Event of Default, of any right under this Section 1.11 shall be borne by the Note Issuer and distributed in accordance with Section 3.4 .  Nothing contained herein shall be construed as a duty of the Collateral Agent to perform such inspection.

SECTION 1.12       Survival of Representations and Warranties .

The representations, warranties and certifications of the Note Issuer made in this Note Purchase Agreement or in any certificate or other writing delivered by the Note Issuer pursuant hereto shall survive the authentication and delivery of the Note hereunder.

SECTION 1.13       Waiver of Jury Trial .

EACH PARTY HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OTHER AGREEMENT EXECUTED AND DELIVERED IN CONNECTION WITH THIS AGREEMENT AND RELATING TO THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 1.14       Release of Liability .

TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW FROM TIME TO TIME IN EFFECT, THE NOTE ISSUER AND DEPOSITOR HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY (AND AFTER IT HAS CONSULTED WITH ITS OWN ATTORNEY) IRREVOCABLY AND UNCONDITIONALLY AGREES THAT NO CLAIM MAY BE MADE BY THE NOTE ISSUER OR THE DEPOSITOR AGAINST THE NOTEHOLDER OR ANY OF THE MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, OR MEMBER OF THE BOARD OF MANAGERS OF THE NOTEHOLDER OR ITS MANAGERS, FOR ANY SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES IN RESPECT OF ANY BREACH OR WRONGFUL CONDUCT (WHETHER THE CLAIM IS BASED ON CONTRACT OR TORT OR DUTY IMPOSED BY LAW) ARISING OUT OF THIS AGREEMENT OR THE NOTE.

SECTION 2.1         General Provisions .

(a)            Form of Note .  The Note, together with its certificate of authentication, shall be in substantially the form set forth in Exhibit A attached hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or are permitted by this Note Purchase Agreement, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon, as may consistently herewith, be determined by the officer executing such Note, as evidenced by such officer’s execution of such Note.

(b)            Denominations .  The Outstanding Note Balance of the Note which may be authenticated and delivered under this Note Purchase Agreement is limited to a minimum principal amount of $2,000,000 and a maximum principal amount of $750,000,000.  The Note shall be issuable only as a registered Note, without interest coupons, in the denominations of at least $50,000 and in integral multiples of $1,000.

(c)            Execution, Authentication, Delivery and Dating .  The Note shall be manually executed by an Authorized Officer of the Owner Trustee on behalf of the Note Issuer.  The signature on the Note of an individual who was at the time of execution thereof an Authorized Officer of the Owner Trustee on behalf of the Note Issuer shall bind the Note Issuer, notwithstanding that such individual ceases to hold such office prior to the authentication and delivery of such Note or did not hold such office at the date of such Note.

(d)            Obligation of the Note Issuer .  The Note represents the sole obligation of the Note Issuer payable from the Timeshare Loans Collateral and does not represent an obligation of the Originators, the Servicer, the Depositor, the Backup Servicer, the Owner Trustee, the Collateral Agent, the Administrator or the Custodian.

(e)            Interest in the Note .  The Note Issuer may not, at any time, own an interest in the Note.

(f)            Assignment of the Note .  The Noteholder shall not sell, assign or otherwise transfer the Note or any interest therein without the written consent of the Note Issuer and the Depositor (which shall be deemed given by the Note Issuer and the Depositor if a Responsible Officer of each of the Note Issuer and the Depositor consents to such sale, assignment or transfer on its behalf), such consent not to be unreasonably withheld, delayed or conditioned. The foregoing shall not restrict a sale, assignment or transfer of the Note to the surviving or successor Person resulting from a merger or consolidation of the Noteholder with or into another Person (the “Noteholder Surviving Person” ), provided , however , in connection with any such merger or consolidation, the Note Purchase Agreement shall be modified on terms reasonably satisfactory to the Noteholder, the Note Issuer, the Depositor, the Servicer, the Club Trustee, the Backup Servicer, the Collateral Agent, Paying Agent and the Custodian to address any impact of the merger or consolidation on any of such Persons, including, without limitation, to ensure that (i) there will not be any material adverse effect on the rights or obligations of any of such Persons, directly or indirectly, under the Note Purchase Agreement or any of the other Transaction Documents (including, without limitation, as a result of a  decrease in the amount reasonably likely to be transferred to the Certificate Distribution Account for distribution pursuant to the Trust Agreement as a result of the sale, transfer or assignment of the Note to any such Noteholder Surviving Person); (ii) the Noteholder Surviving Person shall assume all obligations of the Noteholder to be performed or observed under this Note Purchase Agreement, the Note and the other Transaction Documents; and (iii) an Opinion of Counsel to the Noteholder in connection therewith shall be delivered to the other parties to this Note Purchase Agreement (at no expense to such other parties).

SECTION 2.2         Advances under the Note .

(a)           Subject to the terms and conditions of this Note Purchase Agreement and provided no Event of Default has occurred and is continuing, the Noteholder from time to time during the period from the date hereof up to and including the Final Closing Date (or if Timeshare Loans are not sold by the Depositor to the Note Issuer on the Final Closing Date using all of the remaining gross proceeds from the Offering, the date the Timeshare Loans are sold to the Note Issuer, but not later than the Final Loan Date), agrees to make advances to the Note Issuer, and the Note Issuer agrees to borrow from the Noteholder, simultaneously with each Closing Date, subject to Section 2.2(c) , in which case the advance shall be made on the date determined pursuant to Section 2.2(c) ; provided , that simultaneously with such advance the Depositor has sold the Timeshare Loans to the Note Issuer in accordance with Section 2.2(b) and the other conditions of Section 2.2(b) are met.  In addition to the purchase of the Timeshare Loans pursuant to Section 2.2(b) , the deposit of the General Reserve Deposit in the General Reserve Account pursuant to Section 3.2(b) and the deposit of the Special Reserve Deposit in the Special Reserve Account pursuant to Section 3.2(c) , the proceeds of each advance pursuant to the Note shall be applied as follows:

(i)           15% of the proceeds of each advance (or the balance, if any, remaining from 15% of the proceeds if the Noteholder has paid fees and expenses on behalf of the Note Issuer pursuant to Section 2.2(c) ) to be deposited in the Fee and Expense Account to be applied:

it being understood that, in each case, the payment will be made strictly in accordance with the written statement from the Manager and no relevant party shall be under any obligation to verify any fee or expense set forth in a written statement by the Manager or the reasonableness thereof; it being further understood that, in respect of any additional Membership Interests reinvested pursuant to the Distribution Reinvestment Plan and any Membership Interests purchased at a volume or other discount which reduces the amount of selling commissions payable in connection with such sale, the amount deemed to be advanced by the Noteholder to the Note Issuer with respect to such Membership Interests shall be an amount equal to the gross proceeds that would have been realized from the sales of such Membership Interests if such Membership Interests were purchased at the full price of $10 per unit of Membership Interests (without deducting the amount by which the purchase price of the Membership Interests is reduced due to the reduction in the sales commissions and dealer manager fees from the volume or other discount and, with respect to the Distribution Reinvestment Plan, without deducting the difference between the full price of $10 per unit of Membership Interest and the discount provided to purchasers under the Distribution Reinvestment Plan).  Notwithstanding the foregoing, with respect to Membership Interests purchased at a volume or other discount, the amounts paid pursuant to Section 2.2(a)(i) shall be decreased by the amount of the discount in sales commissions and dealer manager fees in connection with such sale such that the amount of the proceeds advanced to the Note Issuer in connection therewith are increased by the amount of any such discount.

(b)           On each Transfer Date, subject to Section 2.2(c) , the satisfaction of the following conditions and the requirements of Section 4.3 hereof, and in consideration of the Collateral Agent’s delivery on such Transfer Date to or upon the order of the Depositor of the Timeshare Loan Acquisition Price, the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Note Issuer, all right, title and interest of the Depositor in and to each Timeshare Loan and the related Timeshare Loans Collateral pursuant to the Bluegreen Purchase Agreement and the Note Issuer shall Grant such Timeshare Loans to the Collateral Agent for benefit of the Noteholder.  Prior to the acceptance by the Collateral Agent of any Timeshare Loan or the release of any funds therefor, the following conditions must be satisfied on or prior to the related Transfer Date:

(i)           the Depositor shall have provided the Note Issuer, the Noteholder and the Collateral Agent with a notice of a transfer of Timeshare Loans (a “Transfer Notice” ) , a form of which is attached hereto as Exhibit F , which notice shall be given not less than one Business Day prior to such Transfer Date;

(ii)          no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Timeshare Loan to the Note Issuer and the Grant of such Timeshare Loans to the Collateral Agent;

(iii)         the Custodian shall have received the Timeshare Loan Files related to such Timeshare Loans and shall have given the Collateral Agent a written certification and receipt in accordance with the Custodial Agreement;

(iv)         the Servicer shall have received the Timeshare Loan Servicing Files related to such Timeshare Loans;

(v)          the Collateral Agent shall have received the certification required to be delivered by the Depositor in Section 4.3 hereof;

(vi)         no Responsible Officer of the Collateral Agent has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and the Collateral Agent shall have received such other documents, opinions, certificates and instruments as the Collateral Agent may request;

(vii)        the Depositor has not given 30 days prior written notice to the Note Issuer, the Noteholder and the Collateral Agent that it has elected to cease transferring Timeshare Loans to the Note Issuer 30 days prior written; and

(viii)       the Noteholder has not given 30 days prior written notice to the Depositor, the Note Issuer and the Collateral Agent that it has elected to cease making advances to the Note Issuer.

(c)           (i)           The Noteholder shall provide to Bluegreen not less than five Business Days prior written notice of the next scheduled Closing Date.  In the event that the Depositor has provided notice to the Collateral Agent and the Noteholder not less than three Business Days prior to a Closing Date, that it does not have sufficient Timeshare Loans to transfer to the Depositor for sale to the Note Issuer by the Closing Date, Bluegreen will promptly notify the Noteholder and the Collateral Agent and no advance will be made to the Note Issuer out of the proceeds at the Closing Date until three Business Days after written notice from Bluegreen that it has sufficient Timeshare Loans to transfer.  In that event, the Noteholder will retain the gross proceeds received on the Closing Date and pay the amount payable pursuant to Section 2.2(a)(i)(1) and (2) on behalf of the Note Issuer (which shall be deemed to be an advance under the Note, except that the usage fee set forth in Section 2.2(c)(ii) below shall be payable by Bluegreen in lieu of the Interest Distribution Amount which would have been payable by the Note Issuer if the advance had been made on the Closing Date).  The balance of the proceeds will be used to make the advance to the Note Issuer.

(ii)          In the event that an advance is not made on the Closing Date in accordance with Section 2.2(c)(i) with respect to all of the gross proceeds received at the Closing Date, Bluegreen shall pay to the Company, within three Business Days of written demand from the Company, a usage fee in an amount equal to the Interest Distribution Amount which would have been payable on the gross proceeds actually received on such Closing Date and not advanced by the Company to the Note Issuer on such Closing Date from the date of such Closing Date through the earlier of (i) the date of the respective advance under the Note or (ii) the Final Loan Date.

(iii)         If an advance of any portion of the gross proceeds received on a Closing Date is not advanced prior to the Final Loan Date, Bluegreen shall also pay the Noteholder as a usage fee an amount equal to the payments made by the Note Issuer pursuant to Section 2.2(c) with respect to the expenses under Section 2.2(a)(i)(1) and (2) relating to the portion of such gross proceeds not advanced to the Note Issuer prior to the Final Loan Date.

(d)           Subject to the terms and conditions of this Note Purchase Agreement and provided no Event of Default has occurred and is continuing on each Payment Date during the Reinvestment Period (unless a Suspension Event has occurred and is continuing), the Noteholder from time to time agrees to make advances to the Note Issuer, and the Note Issuer agrees to borrow from the Noteholder, simultaneously with each Closing Date, an amount equal to the gross proceeds from the Distribution Reinvestment Plan received on such Payment Date in excess of the amount used by the Noteholder to repurchase Membership Interests on such Payment Date.

(e)           Notwithstanding anything to the contrary contained herein, the Note Issuer will only acquire Timeshare Loans purchased by the Depositor or its affiliates from unaffiliated third parties with the written consent of the Company. In addition, if such Timeshare Loans were purchased for a purchase price less than the outstanding principal balance thereof and the accrued interest thereon,  the Timeshare Loan Acquisition Price will not exceed the purchase price paid by the Depositor or its Affiliates to acquire such Timeshare Loan. In connection therewith, the Depositor and the Note Issuer (which shall take such action if consented to by the Noteholder) may agree to modifications of the provisions relating to the  Special Reserve Account applicable specifically to the Timeshare Loans acquired in accordance with this Section 2.2(e) .

SECTION 2.3         Collateral Measurement Pools .  Each Timeshare Loan (including Initial Timeshare Loans, Subsequent Timeshare Loans and Qualified Substitute Timeshare Loans) purchased or substituted, as applicable, will be grouped into separate Collateral Measurement Pools (each, a “ Collateral Measurement Pool ”), which will (x) open (each such date, a “ Pool Open Date ”) on the (i) Initial Closing Date, in respect of the initial Collateral Measurement Pool or (ii) the date following the Pool Closing Date (as defined below) for the immediately preceding Collateral Measurement Pool, in respect of subsequent Collateral Measurement Pools; and (y) close (each such date, a “ Pool Close Date ”) ____ months after (i) the Initial Closing Date, in respect of the initial Collateral Measurement Pool or (ii) the preceding Pool Open Date for such Collateral Measurement Pool, in respect of subsequent Collateral Measurement Pools; provided , that if the remaining amount advanced to the Note Issuer under the Note that is allocated to a Collateral Measurement Pool is less than $_________, such Collateral Measurement Pool shall close on the earlier to occur of (a) ___ month after the relevant Pool Open Date and (b) the date on which $_________ that is allocated to such Collateral Measurement Pool is advanced to the Noteholder under the Note.  Timeshare Loans will be included in the Collateral Measurement Pool that is then open on the date they are acquired by the Note Issuer, except that a Qualified Substitute Timeshare Loan shall be included in the same Collateral Measurement Pool as the Timeshare Loan for which it was substituted.

SECTION 2.4         [Reserved] .

SECTION 2.5         Persons Deemed Owners .

Prior to due presentment of the Note for registration of transfer, the Note Issuer, the Collateral Agent, and any agent of the Note Issuer or the Collateral Agent may treat the registered Noteholder as the owner of the Note for the purpose of receiving payment of principal of and interest on the Note and for all other purposes whatsoever, whether or not the Note is overdue, and neither the Note Issuer, the Collateral Agent, nor any agent of the Note Issuer or the Collateral Agent shall be affected by notice to the contrary.

SECTION 3.1         Accounts:  Investments by Collateral Agent .

(a)           On or before the initial Closing Date, the Collateral Agent shall establish in the name of the Collateral Agent for the benefit of the Noteholder or, in the case of the Lockbox Account and the Credit Card Account, in the name of the Note Issuer, as provided in this Note Purchase Agreement, the Accounts, which accounts (other than the Lockbox Account and the Credit Card Account) shall be Eligible Bank Accounts maintained at the Corporate Trust Office.

Subject to the further provisions of this Section 3.1(a) , the Collateral Agent shall, upon receipt or upon transfer from another account, as the case may be, deposit into such Accounts all amounts received by it which are required to be deposited therein in accordance with the provisions of this Note Purchase Agreement.  All such amounts and all investments made with such amounts, including all income and other gain from such investments, shall be held by the Collateral Agent in such accounts as part of the Timeshare Loans Collateral as herein provided, subject to withdrawal by the Collateral Agent in accordance with, and for the purposes specified in the provisions of, this Note Purchase Agreement.

(b)           The Collateral Agent shall assume that any amount remitted to it in respect of the Timeshare Loans Collateral is to be deposited into the Collection Account pursuant to Section 3.2(a) hereof unless a Responsible Officer of the Collateral Agent receives written instructions from the Servicer to the contrary.

(c)           None of the parties hereto shall have any right of set-off with respect to any Account or any investment therein.

(d)           So long as no Event of Default shall have occurred and be continuing, all or a portion of the amounts in any Account (other than the Lockbox Account and the Credit Card Account) shall be invested and reinvested by the Collateral Agent pursuant to a Note Issuer Order in one or more Eligible Investments.  Subject to the restrictions on the maturity of investments set forth in Section 3.1(f) hereof, each such Note Issuer Order may authorize the Collateral Agent to make the specific Eligible Investments set forth therein, to make Eligible Investments from time to time consistent with the general instructions set forth therein, in each case, in such amounts as such Note Issuer Order may specify.  Until a Note Issuer Order to the contrary is delivered, the Collateral Agent shall make the Eligible Investments set forth in Exhibit A to the Administration Agreement.

(e)           In the event that either (i) the Note Issuer shall have failed to give investment directions to the Collateral Agent by 9:30 A.M., New York City time on any Business Day on which there may be uninvested cash or (ii) an Event of Default shall be continuing, the Collateral Agent shall promptly invest and reinvest the funds then in the designated Account to the fullest extent practicable in those obligations or securities described in clause (e) of the definition of “Eligible Investments”.  All investments made by the Collateral Agent shall mature no later than the maturity date therefor permitted by Section 3.1(f) hereof.

(f)           No investment of any amount held in any Account shall mature later than the Business Day immediately preceding the Payment Date which is scheduled to occur immediately following the date of investment.  All income or other gains (net of losses) from the investment of moneys deposited in any Account shall be deposited by the Collateral Agent in such account immediately upon receipt.

(g)           Subject to Section 3.1(d) hereof, any investment of any funds in any Account shall be made under the following terms and conditions:

(i)           each such investment shall be made or transferred in the name of the Collateral Agent, in each case in such manner as shall be necessary to maintain the identity of such investments as assets of the Timeshare Loans Collateral; and

(ii)           any certificate or other instrument evidencing such investment shall be delivered directly to the Collateral Agent, and the Collateral Agent shall have sole possession of such instrument, and all income on such investment.

(h)           The Collateral Agent shall not in any way be held liable by reason of any insufficiency in any Account resulting from losses on investments made or transferred in accordance with the provisions of this Section 3.1 including, but not limited to, losses resulting from the sale or depreciation in the market value of such investments (but the institution serving as Collateral Agent shall at all times remain liable for its obligations, if any, constituting part of such investments).  The Collateral Agent shall not be liable for any investment or liquidation of an investment made by it in accordance with this Section 3.1 on the grounds that it could have made a more favorable investment or a more favorable selection for sale of an investment.

(i)           The Collateral Agent shall not be permitted to vote any Eligible Investments unless it has been advised that such vote is for “protective” (as defined by generally accepted accounting principles in the United States) purposes.

SECTION 3.2         Establishment and Administration of the Accounts .

(a)            Collection Account .  The Noteholder and Note Issuer hereby direct and the Collateral Agent hereby agrees to cause to be established and maintained an account (the “ Collection Account ”) for the benefit of the Noteholder.  The Collection Account shall be an Eligible Bank Account initially established at the corporate trust department of the Collateral Agent, bearing the following designation “Stratstone/Bluegreen Secured Income Fund, LLC – Collection Account,                           , as Collateral Agent for the benefit of the Noteholder”.  The Collateral Agent on behalf of the Noteholder shall possess all right, title and interest in all funds on deposit from time to time in the Collection Account and in all proceeds thereof.  The Collection Account shall be under the sole dominion and control of the Collateral Agent for the benefit of the Noteholder.  If, at any time, the Collection Account ceases to be an Eligible Bank Account, the Collateral Agent shall within two Business Days establish a new Collection Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Collection Account, and from the date such new Collection Account is established, it shall be the “Collection Account”.  The Collateral Agent agrees to immediately deposit any amounts received by it into the Collection Account.  Amounts on deposit in the Collection Account shall be invested in accordance with Section 3.1 hereof.  Withdrawals and payments from the Collection Account will be made on each Payment Date as provided in Section 3.4 hereof.  The Collateral Agent, at the written direction of the Servicer, shall withdraw (no more than once per calendar week) from the Collection Account and return to the Servicer or as directed by the Servicer, any amounts which (i) were mistakenly deposited in the Collection Account, including, without limitation, amounts representing Misdirected Payments or (ii) representing Additional Servicing Compensation.  The Collateral Agent may conclusively rely on such written direction.

(b)            General Reserve Account .  The Noteholder and the Note Issuer hereby direct and the Collateral Agent hereby agrees to cause to be established and maintained an account (the “General Reserve Account” ) for the benefit of the Noteholder.  On each Transfer Date, the Collateral Agent shall deposit, from the proceeds of the advance (other than from proceeds of any advances related to Subsequent Timeshare Loans) to the Note Issuer pursuant to the Note, an amount equal to the General Reserve Account Deposit.  The General Reserve Account shall be an Eligible Bank Account initially established at the corporate trust department of the Collateral Agent, bearing the following designation “Stratstone/Bluegreen Secured Income Fund, LLC — General Reserve Account,                           , as Collateral Agent for the benefit of the Noteholder”.  The Collateral Agent on behalf of the Noteholder shall possess all right, title and interest in all funds on deposit from time to time in the General Reserve Account and in all proceeds thereof.  The General Reserve Account shall be under the sole dominion and control of the Collateral Agent for the benefit of the Noteholder.  If, at any time, the General Reserve Account ceases to be an Eligible Bank Account, the Collateral Agent shall within two Business Days establish a new General Reserve Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new General Reserve Account and from the date such new General Reserve Account is established, it shall be the “General Reserve Account”.  Amounts on deposit in the General Reserve Account shall be invested in accordance with Section 3.1 hereof.  Deposits to the General Reserve Account shall be made in accordance with Section 3.4 hereof.  Withdrawals and payments from the General Reserve Account shall be made in the following manner:

(i)            Interest Shortfalls .  Subject to Sections 3.2(b)(iii) and (iv) hereof, if on any Payment Date, Available Funds (without giving effect to any deposit from the General Reserve Account) would be insufficient to pay any portion of the applicable Interest Distribution Amount on such Payment Date, the Collateral Agent shall, based on the Monthly Servicer Report, withdraw from the General Reserve Account an amount equal to the lesser of such insufficiency and the amount on deposit in the General Reserve Account and deposit such amount in the Collection Account.

(ii)            Principal Shortfalls .  Subject to Sections 3.2(b)(iii) and (iv) hereof, if on any Payment Date after the Reinvestment Period or during the continuance of a Suspension Event, the aggregate payments under Section 3.4(a)(i) - (xii) (without giving effect to any prior payment from the General Reserve Account or the Special Reserve Account) exceeded the aggregate amount of interest received on the Timeshare Loans Collateral (after giving effect to the payment to be made on that Payment Date), the Collateral Agent shall, based on the Monthly Servicer Report, withdraw from the General Reserve Account an amount equal to the lesser of the amount of any principal payment on the Timeshare Loans that  have been applied to make payments under Section 3.4(a)(i) - (xii) and the amount on deposit in the General Reserve Account and deposit such amount in the Collection Account, to the extent that any principal proceeds have been applied to pay expenses or interest on the Note.

(iii)            Partial Amortization Event; Trigger Event or Event of Default .  Upon the occurrence of a Partial Amortization Event (following the expiration of the Reinvestment Period and during the continuance of a Suspension Event), a Trigger Event or an Event of Default, the Collateral Agent shall withdraw all amounts on deposit in the General Reserve Account and shall deposit such amounts to the Collection Account for distribution in accordance with Section 3.4 hereof.

(iv)            Stated Maturity or Payment in Full .  On the earlier to occur of the Stated Maturity and the Payment Date on which the Outstanding Note Balance of the Note will be reduced to zero, the Collateral Agent shall withdraw all amounts on deposit in the General Reserve Account and shall deposit such amounts in the Collection Account for distribution in accordance with Section 3.4 hereof.

(c)            Special Reserve Account .  The Noteholder and the Note Issuer hereby direct and the Collateral Agent hereby agrees to cause to be established and maintained an account (the “Special Reserve Account” ) for the benefit of the Noteholder.  On each Closing Date or such other date on which advances under the Note are made if not a Closing Date, the Collateral Agent shall deposit, from the proceeds of the advance to the Note Issuer pursuant to the Note, an amount equal to the Special Reserve Account Deposit; provided ,   that, no amount shall be deposited in the Special Reserve Account with respect to Subsequent Timeshare Loans, except as set forth below; and provided further that, in the event that the Timeshare Loan Acquisition Price for Timeshare Loans (including, Subsequent Timeshare Loans) is reduced as set forth in the definition of “Timeshare Loan Acquisition Price,” an additional amount equal to the amount of such reduction in the Timeshare Loan Acquisition Price shall be deposited in the Special Reserve Account out of the advance made under the Note, the proceeds of which were used to acquire such Timeshare Loans, or the funds available for reinvestment, as applicable.  The Special Reserve Account shall include a sub-account corresponding to each Collateral Measurement Pool (each a “ Special Reserve Sub-Account ”) and shall be funded with the Special Reserve Account Deposit made with respect to Timeshare Loans included in such Collateral Measurement Pool.  All references herein to the “Special Reserve Account” shall include each Special Reserve Sub-Account.  The Special Reserve Account shall be an Eligible Bank Account initially established at the corporate trust department of the Collateral Agent, bearing the following designation “Stratstone/Bluegreen Secured Income Fund, LLC — Special Reserve Account,                           , as Collateral Agent for the benefit of the Noteholder”.  The Collateral Agent on behalf of the Noteholder shall possess all right, title and interest in all funds on deposit from time to time in the Special Reserve Account and in all proceeds thereof.  The Special Reserve Account shall be under the sole dominion and control of the Collateral Agent for the benefit of the Noteholder.  If, at any time, the Special Reserve Account ceases to be an Eligible Bank Account, the Collateral Agent shall within two Business Days establish a new Special Reserve Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Special Reserve Account and from the date such new Special Reserve Account is established, it shall be the “Special Reserve Account”.  Amounts on deposit in the Special Reserve Account shall be invested in accordance with Section 3.1 hereof.  Deposits to the Special Reserve Account shall be made in accordance with Section 3.4 hereof.  Withdrawals and payments from the Special Reserve Account shall be made in the following manner:

(i)            Withdrawal Upon Insufficiency of Funds in the General Reserve Account .  Subject to Sections 3.2(c)(ii) and (iii) hereof, if on any Payment Date, the funds on deposit in the General Reserve Account would be insufficient to pay any portion of the applicable Interest Distribution Amount and principal shortfall payment payable out of the General Reserve Account on such Payment Date, the Collateral Agent shall, based on the Monthly Servicer Report, withdraw from the Special Reserve Account an amount equal to the lesser of such insufficiency and the amount on deposit in the Special Reserve Account and deposit such amount in the Collection Account.  To the extent the Special Reserve Account is needed to cover shortfalls pursuant to this subsection (i), each Special Reserve Sub-Account should be drawn on a pro rata basis.

(ii)            Scheduled Releases .  If the aggregate defaults on the Timeshare Loans are less than the Default Levels determined in accordance with Schedule IV hereto, the Collateral Agent shall withdraw from each Special Reserve Sub-Account (x) on the first anniversary of the Pool Closing Date corresponding to such Special Reserve Sub-Account, an amount no greater than 1/3 of the amount on deposit in the relevant Special Reserve Sub-Account, (y) on the second anniversary of the relevant Pool Closing Date, an amount no greater than 2/3 of the amount on deposit in the relevant Special Reserve Sub-Account (calculated without reduction for prior withdrawals under this subsection (ii)) and (z) on the third anniversary of the relevant Pool Closing Date, then all remaining amounts on deposit in the relevant Special Reserve Sub-Account, in each case to be paid directly to the Certificate Distribution Account for distribution pursuant to the Trust Agreement.  If the aggregate defaults on the Timeshare Loans do not satisfy such gross cumulative default curve, the Collateral Agent shall not withdraw funds from each Special Reserve Sub-Account.

(iii)          Partial Amortization Event; Trigger Event or Event of Default .  Upon the occurrence of a Partial Amortization Event (following the expiration of the Reinvestment Period and during the continuance of a Suspension Event), a Trigger Event or an Event of Default, the Collateral Agent shall withdraw all amounts on deposit in the Special Reserve Account and shall deposit such amounts to the Collection Account for distribution in accordance with Section 3.4 hereof.

(iv)          Stated Maturity or Payment in Full .  On the earlier to occur of the Stated Maturity and the Payment Date on which the Outstanding Note Balance of the Note will be reduced to zero, the Collateral Agent shall withdraw all amounts on deposit in the Special Reserve Account and shall deposit such amounts in the Collection Account for distribution in accordance with Section 3.4 hereof.

(d)            Reinvestment Account .  The Noteholder and the Note Issuer hereby direct and the Collateral Agent hereby agrees to cause to be established and maintained an account (the “Reinvestment Account” ) for the benefit of the Noteholder.  Pursuant to Section 2.2(d) and 3.4(xiv) , the Collateral Agent shall transfer funds from the Collection Account into the Reinvestment Account to be applied to purchase Subsequent Timeshare Loans in accordance with Section 4.2(a) .  The Reinvestment Account shall be an Eligible Bank Account initially established at the corporate trust department of the Collateral Agent, bearing the following designation “Stratstone/Bluegreen Secured Income Fund, LLC — Reinvestment Account,                           , as Collateral Agent for the benefit of the Noteholder”.  The Collateral Agent on behalf of the Noteholder shall possess all right, title and interest in all funds on deposit from time to time in the Reinvestment Account and in all proceeds thereof.  The Reinvestment Account shall be under the sole dominion and control of the Collateral Agent for the benefit of the Noteholder.  If, at any time, the Reinvestment Account ceases to be an Eligible Bank Account, the Collateral Agent shall within two Business Days establish a new Reinvestment Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Reinvestment Account and from the date such new Reinvestment Account is established, it shall be the “Reinvestment Account”.  Amounts on deposit in the Reinvestment Account shall be invested in accordance with Section 3.1 hereof.  Deposits to the Reinvestment Account shall be made in accordance with Section 3.4 hereof.  Withdrawals and payments from the Reinvestment Account shall be made in the following manner:

(i)            Withdrawals .  Subject to Section 3.2(d)(ii) hereof, if on any Transfer Date the Note Issuer purchases Subsequent Timeshare Loans in accordance with Sections 3.4(a)(xiii) and 4.2(a) , the Collateral Agent shall withdraw from the Reinvestment Account the amounts to be applied to the purchase of such Subsequent Timeshare Loans and  the Acquisition Fee payable to the Manager in connection with the acquisition of the Subsequent Timeshare Loans and the related acquisition expenses.

(ii)           Suspension Event; Withdrawal from Reinvestment Account .  Upon the occurrence of a Suspension Event or in the event that any amounts have been held in the Reinvestment Account for more than 90 days (which date may be extended by 30 days by written notice from the Depositor to the Noteholder and the Collateral Agent), the Collateral Agent shall withdraw all amounts or such amount held more than 90 days, as applicable unless otherwise extended, on deposit in the Reinvestment Account and shall deposit such amounts in the Collection Account for distribution in accordance with Section 3.4 hereof.

(iii)          Stated Maturity or Payment in Full .  On the earlier to occur of the Stated Maturity and the Payment Date on which the Outstanding Note Balance of the Note will be reduced to zero, or following the expiration or termination of the Reinvestment Period, the Collateral Agent shall withdraw all amounts on deposit in the Reinvestment Account and shall deposit such amounts in the Collection Account for distribution in accordance with Section 3.4 hereof.

(e)            Fee and Expense Account .  The Noteholder and the Note Issuer hereby direct and the Collateral Agent hereby agrees to cause to be established and maintained an account (the “Fee and Expense Account” ) for the benefit of the Noteholder.  The Collateral Agent shall deposit 15% of the proceeds of each advance under the Note (or the balance, if any, remaining from 15% of the proceeds if the Noteholder has paid fees and expense pursuant to Section 2.2(c) ) to the Fee and Expense Account to be applied to pay any remaining fees and expenses set forth in Section 2.2(a)(i) .  The Fee and Expense Account shall be an Eligible Bank Account initially established at the corporate trust department of the Collateral Agent, bearing the following designation “Stratstone/Bluegreen Secured Income Fund, LLC Fee and Expense Account,                           , as Collateral Agent for the benefit of the Noteholder”.  The Collateral Agent on behalf of the Noteholder shall possess all right, title and interest in all funds on deposit from time to time in the Fee and Expense Account and in all proceeds thereof.  The Fee and Expense Account shall be under the sole dominion and control of the Collateral Agent for the benefit of the Noteholder.  If, at any time, the Fee and Expense Account ceases to be an Eligible Bank Account, the Collateral Agent shall within two Business Days establish a new Fee and Expense Account which shall be an Eligible Bank Account, transfer any cash and/or any investments to such new Fee and Expense Account and from the date such new Fee and Expense Account is established, it shall be the “Fee and Expense Account”.  Amounts on deposit in the Fee and Expense Account shall be invested in accordance with Section 3.1 hereof.  Deposits to the Fee and Expense Account shall be made in accordance with Section 3.4 hereof.  Withdrawals and payments from the Fee and Expense Account shall be made in the following manner:

(i)            Withdrawals .  Subject to Section 3.2(e)(ii) hereof, on any date of an advance under the Note, the Collateral Agent shall withdraw from the Fee and Expense Account an amount sufficient to pay fees and expenses as set forth in Section 2.2(a)(i) .  In the event that the funds on deposit in the Fee and Expense Account are insufficient to pay for such fees and expenses, any shortfall shall be carried forward and paid at such time as there are sufficient funds in the Fee and Expense Account.

(ii)           Stated Maturity or Payment in Full .  Upon the earlier of (1) receipt of a statement furnished by the Manager that no further payments pursuant to Section 2.2(a)(i) will be made or (2) 90 days after the Final Closing Date (or if Timeshare Loans are not sold by the Depositor to the Note Issuer on the Final Closing Date using all of the remaining gross proceeds from the Offering, 90 days after the earlier of the date the Timeshare Loans are sold to the Note Issuer or the Final Loan Date, the Collateral Agent shall withdraw all amounts on deposit in the Fee and Expense Account and shall deposit such amounts in the Collection Account for distribution in accordance with Section 3.4 hereof.

SECTION 3.3        [ Reserved .]

SECTION 3.4         Payments from Accounts .

(a)           On each Payment Date, to the extent of Available Funds and based on the Monthly Servicer Report (which, with respect to in clause (vi) below, shall be included by the Servicer in the Monthly Servicing Report based solely on a written statement from the Manager as to the amount due and the Servicer shall be under no obligation to verify such expenses or the reasonableness thereof), the Collateral Agent shall withdraw funds from the Collection Account to make the following payments and distributions to the following parties, and following an Event of Default any money collected by the Collateral Agent in respect of the Timeshare Loans Collateral and any other monies that may be held thereafter by the Collateral Agent as security for the Note, including without limitation amounts on deposit in the General Reserve Account and the Special Reserve Account (to the extent required to pay principal and interest pursuant to Section 3.2(c) hereof), in the following order of priority:

(i)           to the Collateral Agent, the Collateral Agent Fee, plus any accrued and unpaid Collateral Agent Fees with respect to prior Payment Dates, and any extraordinary out-of-pocket expenses of the Collateral Agent (up to $_____ per Payment Date and no more than a cumulative total of $____ for Servicer Termination Costs) incurred and not reimbursed in connection with its obligations and duties under the Note Purchase Agreement (unless an Event of Default has occurred and all of the Timeshare Loans Collateral has been sold, in which case all accrued and unpaid fees due to the Collateral Agent shall be paid to the Collateral Agent);

(ii)          to the Owner Trustee, the Owner Trustee Fee, plus accrued and unpaid Owner Trustee Fees with respect to prior Payment Dates;

(iii)         to the Custodian, the Custodian Fee, plus any accrued and unpaid Custodian Fees with respect to prior Payment Dates and any out-of-pocket expenses incurred by the Custodian therewith;

(iv)         to the Lockbox Bank, the Lockbox Fee, plus any accrued and unpaid Lockbox Fees from prior Payment Dates;

(v)          to the Manager, the Asset Management Fee, plus any such fees accrued and unpaid from prior Payment Dates;

(vi)         to pay or reimburse the Manager for any reasonable operating expenses of the Noteholder, including, without limitation, expenses of the Manager that are reimbursable pursuant to the LLC Agreement of the Noteholder, expenses relating to any obligation to indemnify the Manager and its affiliates;

(vii)        to pay or reimburse Bluegreen for its out-of-pocket expenses in connection with services performed on behalf of the Company at the Noteholder’s written request in connection with the administration and operation of the Company; plus any such expenses accrued and unpaid with respect to prior Payment Dates;

(viii)       to the Servicer, the Servicing Fee, plus any accrued and unpaid Servicing Fees with respect to prior Payment Dates;

(ix)          to the Backup Servicer, the Backup Servicing Fee, plus any accrued and unpaid Backup Servicing Fees with respect to prior Payment Dates (less any amounts received from the Collateral Agent, as successor Servicer);

(x)           to the Administrator, the Administrator Fee, plus any accrued and unpaid Administrator Fees with respect to prior Payment Dates;

(xi)          to the Noteholder, the applicable Interest Distribution Amount;

(xii)         to the Collateral Agent, any extraordinary out-of-pocket expenses of the Collateral Agent not paid in accordance with (i) above;

(xiii)        if a Partial Amortization Event has occurred and is continuing (unless a Suspension Event has occurred and is continuing), 15% of the proceeds from principal payments on the Timeshare Loans, to make principal payments on the Note until the Note is paid in full;

(xiv)        unless a Suspension Event has occurred and is continuing, through the fifth anniversary of the Initial Closing Date, to the Reinvestment Account to be applied to purchase Subsequent Timeshare Loans in accordance with, and subject to, the conditions of Sections 4.2 and 4.3 and as described under Subsequent Timeshare Loans and to pay the Acquisition Fee payable to the Manager in connection with the acquisition of the Subsequent Timeshare Loans;

(xv)         after the fifth anniversary of the Initial Closing Date, if a Trigger Event or Event of Default has occurred and is continuing, or during the occurrence and continuance of a Suspension Event, or if the conditions for purchase of Subsequent Timeshare Loans under Sections 4.2 and 4.3 are not met, to make principal payments to the Noteholder until the Note is paid in full; and

(xvi)        any remaining Available Funds, to the Certificate Distribution Account for distribution pursuant to the Trust Agreement.

(b)           On and after the Assumption Date, the Collateral Agent, as successor Servicer, shall pay the Backup Servicing Fee from amounts received in respect of the Servicing Fee.

(c)           The Collateral Agent shall make payments under Section 3.4(a) strictly in accordance with, and in the priorities set forth in, the relevant Monthly Servicer Report and shall be under no obligation to verify such amounts or the reasonableness thereof.

On each Payment Date, the Collateral Agent shall account to the Noteholder, the portion of payments then being made which represents principal and the amount which represents interest, and shall contemporaneously advise the Note Issuer of all such payments.  The Collateral Agent may satisfy its obligations under this Section 3.5 by making available electronically the Monthly Servicer Report to Bluegreen, the Noteholder, and the Note Issuer; provided , however , the Collateral Agent shall have no obligation to provide such information described in this Section 3.5 until it has received the requisite information from Bluegreen, the Note Issuer or the Servicer.  On or before the fifth day prior to the final Payment Date, the Collateral Agent shall send notice of such Payment Date to the Noteholder.  Such notice shall include a statement that if such Note is paid in full on the final Payment Date, interest shall cease to accrue as of the day immediately preceding such final Payment Date.  In addition, the Collateral Agent shall deliver to the Noteholder, all notices, compliance reports and other certificates delivered by the Servicer or the Note Issuer pursuant to this Note Purchase Agreement.  At the Noteholder’s request, the Collateral Agent agrees to provide the Noteholder an accounting of balances in the General Reserve Account and Special Reserve Account, if any.

The Collateral Agent may make available to the Noteholder, via the Collateral Agent’s internet website, the Monthly Servicer Report available each month and, with the consent or at the direction of the Note Issuer, such other information regarding the Note and/or the Timeshare Loans as the Collateral Agent may have in its possession, but only with the use of a password provided by the Collateral Agent or its agent to such Person upon receipt by the Collateral Agent from such Person of a certification in the form of Exhibit D ; provided , however , that the Collateral Agent or its agent shall provide such password to the parties to this Note Purchase Agreement without requiring such certification.  The Collateral Agent will make no representation or warranties as to the accuracy or completeness of such documents and will assume no responsibility therefor.

The Collateral Agent’s internet website shall be specified by the Collateral Agent from time to time in writing to the Note Issuer, the Servicer and the Noteholder.  For assistance with this service, the Noteholder may call the customer service desk at         .  In connection with providing access to the Collateral Agent’s internet website, the Collateral Agent may require registration and the acceptance of a disclaimer.  The Collateral Agent shall not be liable for the dissemination of information in accordance with this Note Purchase Agreement.

The Collateral Agent shall have the right to change the way Monthly Servicer Reports are distributed in order to make such distribution more convenient and/or more accessible to the above parties and the Collateral Agent shall provide timely and adequate notification to all above parties regarding any such changes.

Annually (and more often, if required by applicable law), the Collateral Agent shall distribute to the Noteholder any Form 1099 or similar information returns required by applicable tax law to be distributed to the Noteholder.  The Paying Agent shall prepare or cause to be prepared all such information for distribution by the Collateral Agent to the Noteholder.

The Collateral Agent, on behalf of the Note Issuer, shall comply with all requirements of the Code and applicable Treasury Regulations and applicable state and local law with respect to the withholding from any payments made by it to the Noteholder of any applicable withholding taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith.

(a)           To secure the payment of the principal of and interest on the Note in accordance with its terms, the payment of all of the sums payable under this Note Purchase Agreement and the performance of the covenants contained in this Note Purchase Agreement, the Note Issuer hereby Grants to the Collateral Agent, for the benefit of the Noteholder, all of the Note Issuer’s right, title and interest in and to the following whether now owned or hereafter acquired and any and all benefits accruing to the Note Issuer from, (i) the Initial Timeshare Loans transferred on any Closing Date, (ii) any Subsequent Timeshare Loans, (iii) any Qualified Substitute Timeshare Loans, (iv) the Receivables in respect of each Timeshare Loan, (v) the related Timeshare Loan Documents (excluding any rights as developer or declarant under the Timeshare Declaration, the Timeshare Program Consumer Documents or the Timeshare Program Governing Documents), (vi) all Related Security in respect of each Timeshare Loan, (vii) all rights and remedies under the Bluegreen Purchase Agreement, the Depository Agreement, the Sale Agreement, the Backup Servicing Agreement, the Lockbox Agreement, the Administration Agreement, the Remarketing Agreement and the Custodial Agreement, (viii) all amounts properly deposited in the Lockbox Account, the Credit Card Account, the Reinvestment Account, the Collection Account, the General Reserve Account and the Special Reserve Account and (ix) proceeds of the foregoing (including, without limitation, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds (as applicable), condemnation awards, rights to payment of any and every kind, and other forms of obligations and receivables which at any time constitute all or part or are included in the proceeds of any of the foregoing) (collectively, the “Timeshare Loans Collateral” ).  Notwithstanding the foregoing, the Timeshare Loans Collateral shall not include (i) any Timeshare Loan released from the Lien of this Note Purchase Agreement in accordance with the terms hereof and any Related Security, Timeshare Loan Documents, income or proceeds related to such released Timeshare Loan, (ii) any amount distributed pursuant to Section 3.4 hereof or (iii) any Misdirected Deposits.

(b)           Concurrently with each advance under the Note, the Collateral Agent shall hereby acknowledge and accept the conveyance by the Note Issuer of the assets constituting the Timeshare Loans Collateral.  The parties hereto agree that the conveyance by the Note Issuer of the Timeshare Loans Collateral to the Collateral Agent, for the benefit of the Noteholder, is made to secure (i) the payment of all amounts due on the Note in accordance with its terms, and (ii) the payment of all other sums payable under the Note and this Note Purchase Agreement.  In connection with the conveyance of the Timeshare Loans Collateral to the Collateral Agent, the Note Issuer has delivered or has caused the Depositor to deliver (i) to the Custodian, the Timeshare Loan Files and (ii) to the Servicer, the Timeshare Loan Servicing Files, for each Initial Timeshare Loan conveyed on the related Transfer Date.  With respect to each Transfer Date and in accordance with the Custodial Agreement, the Note Issuer will deliver or cause to be delivered (i) to the Custodian, the Timeshare Loan Files, and (ii) to the Servicer, the Timeshare Loan Servicing Files, for each Subsequent Timeshare Loan or Qualified Substitute Timeshare Loan to be conveyed on such Transfer Date.

(c)           The Collateral Agent shall perform its duties under this Section 4.1 and hereunder on behalf of the Timeshare Loans Collateral and for the benefit of the Noteholder in accordance with the terms of this Note Purchase Agreement and applicable law and, in each case, taking into account its other obligations hereunder, but without regard to:

(i)           any relationship that the Collateral Agent or any Affiliate of the Collateral Agent may have with an Obligor;

(ii)           the Collateral Agent’s right to receive compensation for its services hereunder or with respect to any particular transaction; or

(iii)           the ownership, or holding in trust for others, by the Collateral Agent of any other assets or property.

(a)           To the extent of Available Funds under Section 3.4(a)(xiv) , and subject to Sections 4.2(b) and (c) , on each Transfer Date during the Reinvestment Period (unless a Suspension Event has occurred and is continuing), subject to the satisfaction of the following conditions and the requirements of Section 4.3 hereof, and in consideration of the Collateral Agent’s delivery on such Transfer Date to or upon the order of the Depositor of the Timeshare Loan Acquisition Price, (x) the Note Issuer shall apply (A)  100% of the amounts received as principal and interest payments on the Timeshare Loans Collateral (after the payment of the Interest Distribution Amount on the Note and other required payments under Section 3.4(a) hereof) and deposited in the Reinvestment Account and (B) the amount advanced to the Note Issuer out of the proceeds from the Distribution Reimbursement Plan, which will be deposited in the Reinvestment Account, to purchase Eligible Timeshare Loans to be treated as Subsequent Timeshare Loans at the Timeshare Loan Acquisition Price, to pay the Acquisition Fee payable to the Manager in connection with the Acquisition of the Subsequent Timeshare Loans and the related acquisition expenses and to make the deposit in the Special Reserve Account of the amount, if any, by which the Timeshare Loan Acquisition Price has been reduced in accordance with clause (x) of the definition of Timeshare Loan Acquisition Price and (y) the Depositor shall sell, transfer, assign, set over and otherwise convey without recourse to the Note Issuer, all right, title and interest of the Depositor in and to each Subsequent Timeshare Loan and the related Timeshare Loans Collateral pursuant to the Bluegreen Purchase Agreement and the Note Issuer shall Grant such Subsequent Timeshare Loans to the Collateral Agent for benefit of the Noteholder.  Prior to the acceptance by the Collateral Agent of any Subsequent Timeshare Loan or the release of any funds therefor, the following conditions must be satisfied on or prior to the related Transfer Date:

(i)            the Depositor shall have provided the Collateral Agent with a notice of a subsequent transfer of Subsequent Timeshare Loans (a “Subsequent Transfer Notice ”) , a form of which is attached hereto as Exhibit G which notice shall be given not less than five Business Days prior to such Transfer Date;

(ii)           no Event of Default has occurred and is continuing and no such event would result from the conveyance of such Subsequent Timeshare Loan to the Collateral Agent;

(iii)          the Custodian shall have received the Timeshare Loan Files related to such Subsequent Timeshare Loans and shall have given the Collateral Agent a written certification and receipt in accordance with the Custodial Agreement;

(iv)          the Servicer shall have received the Timeshare Loan Servicing Files related to such Subsequent Timeshare Loans;

(v)           the Collateral Agent shall have received the certification required to be delivered by the Depositor in Section 4.3 hereof;

(vi)          no Responsible Officer of the Collateral Agent has Knowledge or has actually received notice that any conditions to such transfer (including the requirements in Section 4.3 hereof) have not been fulfilled and the Collateral Agent shall have received such other documents, opinions, certificates and instruments as the Collateral Agent may request; and

(vii)         the Noteholder shall not have provided notice to the Depositor and the Collateral Agent that the Manager of the Noteholder has terminated or suspended the acquisition by the Note Issuer of Subsequent Timeshare Loans pursuant to Section    of this Note Purchase Agreement unless such notice has been rescinded by the Noteholder.

(b)           Notwithstanding the foregoing, if a Partial Amortization Event occurs and is continuing, the amount to be applied under Section 4.2(a) shall be reduced from 100% to 85% of the principal amount of the Timeshare Loans otherwise available for reinvestment in Subsequent Timeshare Loans and 100% of excess interest otherwise available for reinvestment (after the payment of the Interest Distribution Amount on the Note and other required payments under Section 3.4(a) hereof) will continue to be available for reinvestment.

(c)           The Reinvestment Period shall be suspended (i) on the occurrence and during the continuance of a Trigger Event or an Event of Default; (ii) by the Manager (x) at any time on not less than 120 days prior written notice or (y) on 20 days prior written notice, if there has been a material adverse change in (i) the financial condition, results of operations or business prospects of Bluegreen, (ii) the anticipated recovery value of the Timeshare Loans Collateral or (iii) the prospects for collecting the Timeshare Loans made by Bluegreen that, in any of the foregoing cases, individually or in the aggregate, materially increases the likelihood that the principal and interest on the Bluegreen note will not be paid in full; and (iii) if the Depositor provides not less than 60 days prior written notice to the Note Issuer and the Collateral Agent that it no longer has Timeshare Loans available for sale until such time as the Depositor provides not less than 30 days prior written notice that it has Timeshare Loans available for sale; it being understood that upon the occurrence or continuation of a Suspension Event, no advances of out of the proceeds under the Distribution Reinvestment Plan will be made to the Note Issuer.

(d)           In connection with the remarketing of Timeshare Loans by the Remarketing Agent pursuant to the Remarketing Agreement, if the Remarketing Agent receives consideration in the form of a cash down payment and a Timeshare Loan as consideration for the Foreclosure Property that is remarketed, the Remarketing Agent may, at its option, elect to transfer to the Note Issuer the Timeshare Loan received in connection with the remarketing; provided that such Timeshare Loan meets the requirements of a Qualified Substitute Timeshare Loan and shall be deemed to be a Qualified Substitute Timeshare Loan. All representations and warranties applicable to a Qualified Substitute Timeshare Loan shall be deemed to apply to such Timeshare Loan.

No Timeshare Loan shall be accepted as part of the Timeshare Loans Collateral on any Transfer Date unless the Collateral Agent shall have received a certification from the Depositor that (i) the Depositor, as of such Transfer Date, has restated each of the representations and warranties contained in Section 5(a) of the Sale Agreement, (ii) each of the conditions in Section 2.2 above has been satisfied, (iii) the Eligibility Criteria have been met; and (iv) with respect to each Timeshare Loan being conveyed on such Transfer Date (a) such Timeshare Loan is an Eligible Timeshare Loan as of the Transfer Date, (b) each Timeshare Loan was not selected by the Depositor in a manner that the Depositor, in its reasonable business judgment, believes to be materially adverse to the interests of the Noteholder; provided , that it is acknowledged by the parties hereto that the certification in this clause (b) is not intended and shall not be construed as a guaranty of the performance of such Timeshare Loans, and that such Timeshare Loans may perform differently than other timeshare loans originated by the related Originator or other Affiliates of the related Seller, (c) each Timeshare Loan does not have a stated maturity later than                , and (d) except as provided in Section 4.6(b) the related Obligor has made at least one payment in respect of such Timeshare Loan.

(a)           The conveyance by the Note Issuer of the Timeshare Loans to the Collateral Agent shall not constitute and is not intended to result in an assumption by the Collateral Agent or the Noteholder of any obligation of the Note Issuer or the Servicer to the Obligors, the insurers under any insurance policies, or any other Person in connection with the Timeshare Loans.

(b)           It is the intention of the parties hereto that, with respect to all taxes, the Note will be treated as indebtedness of the Note Issuer to the Noteholder secured by the Timeshare Loans (the “ Intended Tax Characterization ”).  The provisions of this Note Purchase Agreement shall be construed in furtherance of the Intended Tax Characterization.  Each of the Note Issuer, the Servicer, the Collateral Agent, the Club Trustee and the Backup Servicer by entering into this Note Purchase Agreement, and the Noteholder by the purchase of the Note, agree to report such transactions for purposes of all taxes in a manner consistent with the Intended Tax Characterization, unless otherwise required by applicable law.

(c)           None of the Note Issuer, the Servicer, the Club Trustee or the Backup Servicer shall take any action inconsistent with the Collateral Agent’s interest in the Timeshare Loans and shall indicate or shall cause to be indicated in its books and records held on its behalf that each Timeshare Loan and the other Timeshare Loans constituting the Timeshare Loans Collateral has been assigned to the Collateral Agent on behalf of the Noteholder.

(a)           The Note Issuer and the Collateral Agent each agrees that, from time to time, it will promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or appropriate, or that the Noteholder may reasonably request, in order to perfect, protect or more fully evidence the security interest in the Timeshare Loans or to enable the Collateral Agent to exercise or enforce any of its rights hereunder.  Without limiting the generality of the foregoing, the Note Issuer will, without the necessity of a request and upon the request of the Noteholder or the Collateral Agent, execute and file or record (or cause to be executed and filed or recorded) such Assignments of Mortgage, as applicable, financing or continuation statements, or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate to create and maintain in the Collateral Agent a first priority perfected security interest, at all times, in the Timeshare Loans Collateral, including, without limitation, recording and filing UCC-1 financing statements, amendments or continuation statements prior to the effective date of any change of the name, identity or structure or relocation of its chief executive office or any change that would or could affect the perfection pursuant to any financing statement or continuation statement or assignment previously filed or make any UCC-1 or continuation statement previously filed pursuant to this Note Purchase Agreement seriously misleading within the meaning of applicable provisions of the UCC (and the Note Issuer shall give the Noteholder and the Collateral Agent at least 30 Business Days prior notice of the expected occurrence of any such circumstance).  The Note Issuer shall deliver promptly to the Collateral Agent file-stamped copies of any such filings.

(b)           (i) The Note Issuer hereby grants to each of the Servicer and the Collateral Agent a power of attorney to execute, file and record all documents including, but not limited to, Assignments of Mortgage, UCC-1 financing statements, amendments or continuation statements, on behalf of the Note Issuer as may be necessary or desirable to effectuate the foregoing and (ii) the Servicer hereby grants to the Collateral Agent a power of attorney to execute, file and record all documents on behalf of the Servicer as may be necessary or desirable to effectuate the foregoing; provided , however , that such grant shall not create a duty on the part of the Collateral Agent or the Servicer to file, prepare, record or monitor, or any responsibility for the contents or adequacy of, any such documents.

(a)            Mandatory Substitution and Repurchase of Timeshare Loans for Breach of Representation or Warranty .  If at any time, any party hereto obtains knowledge, discovers, or is notified by any other party hereto, that any of the representations and warranties of the Depositor in the Sale Agreement were incorrect at the time such representations and warranties were made, then the party discovering such defect, omission, or circumstance shall promptly notify the other parties to this Note Purchase Agreement, the Depositor and the Club Originator.  In the event any such representation or warranty of the Depositor is incorrect and materially and adversely affects the value of a Timeshare Loan or the interests of the Noteholder therein, then the Note Issuer and the Collateral Agent shall require the Depositor or, pursuant to its rights under the Sale Agreement, the Club Originator, within 30 days (or within 60 days, if the Depositor has commenced and is diligently pursuing such elimination or cure during the 30 day period) after the date it is first notified of, or otherwise obtains Knowledge of such breach, to eliminate or otherwise cure in all material respects the circumstance or condition which has caused such representation or warranty to be incorrect or either (x) if the breach relates to a particular Timeshare Loan and is not cured in all material respects (such Timeshare Loan, a “Defective Timeshare Loan” )   repurchase the Note Issuer’s interest in such Defective Timeshare Loan at its Repurchase Price or (y) in the case of a Defective Timeshare Loan only, provide one or more Qualified Substitute Timeshare Loans to the Note Issuer and pay the Substitution Shortfall Amounts to the Note Issuer if any.  The Collateral Agent is hereby appointed attorney-in-fact, which appointment is coupled with an interest and is therefore irrevocable, to act on behalf and in the name of the Note Issuer to enforce the Depositor’s repurchase or substitution obligations if the Depositor has not complied with its repurchase or substitution obligations under the Sale Agreement within 30 days after the end of the aforementioned 30-day period.

(b)            Optional Purchase or Substitution of Club Loans .  Pursuant to the Bluegreen Purchase Agreement, with respect to any Original Club Loan, on any date, the Club Originator, as designee of the Depositor, will (at its option), if the related Obligor has elected to effect and the Club Originator has agreed to effect an Upgrade, (i) pay to the Collection Account the Repurchase Price for such Original Club Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Original Club Loan and pay the related Substitution Shortfall Amounts, if any; provided , however , that the option to substitute one or more Qualified Substitute Timeshare Loans for an Original Club Loan is limited on any date to (A) 20% of the Aggregate Closing Date Collateral Balance, less (B) the Aggregate Loan Balances of Original Club Loans previously substituted by the Club Originator pursuant to this Section 4.6(b) on prior Transfer Dates.  The Club Originator, as designee of the Depositor, shall deposit the related Repurchase Price and Substitution Shortfall Amounts, if any, in the Collection Account as set forth in Section 4.6(d) hereof.  The Note Issuer acknowledges that the Club Originator has agreed to use best efforts to exercise its substitution option with respect to Original Club Loans prior to exercise of its repurchase option, and to the extent that the Club Originator shall elect to substitute Qualified Substitute Timeshare Loans for an Original Club Loan, the Club Originator shall use best efforts to cause each such Qualified Substitute Timeshare Loan to be, in the following order of priority, (i) the Upgrade Club Loan related to such Original Club Loan and (ii) an Upgrade Club Loan unrelated to such Original Club Loan.  In the event that the Club Originator elects to substitute as provided in clause (i) of the immediately preceding sentence, then Section 4.3(d) shall not be applicable.

(c)            Optional Purchase or Substitution of Defaulted Timeshare Loans .  Pursuant to the Bluegreen Purchase Agreement, with respect to any Defaulted Timeshare Loans, on any date, the Club Originator, as designee of the Depositor, shall have the option, but not the obligation, to either (i) purchase the Defaulted Timeshare Loan at the Repurchase Price for such Defaulted Timeshare Loan or (ii) substitute one or more Qualified Substitute Timeshare Loans for such Defaulted Timeshare Loan and pay the related Substitution Shortfall Amounts, if any; provided , however , that the option to repurchase a Defaulted Timeshare Loan or to substitute one or more Qualified Substitute Timeshare Loans for a Defaulted Timeshare Loan is limited on any date to the Optional Purchase Limit and the Optional Substitution Limit, respectively.  The Club Originator, as designee of the Depositor, shall purchase or substitute Defaulted Timeshare Loans as provided herein and the Club Originator shall deposit the related Repurchase Price and Substitution Shortfall Amounts, if any, in the Collection Account as set forth in Section 4.6(d) hereof.  The Club Originator may irrevocably waive the Club Originator’s option to purchase or substitute a Defaulted Timeshare Loan by delivering or causing to be delivered to the Collateral Agent a Waiver Letter in the form of Exhibit E attached hereto.

(d)            Payment of Repurchase Prices and Substitution Shortfall Amounts .  The Note Issuer and the Collateral Agent shall direct that the Depositor remit or cause to be remitted all amounts in respect of Repurchase Prices and Substitution Shortfall Amounts payable during the related Due Period in immediately available funds to the Collateral Agent on the Business Day prior to the Payment Date for deposit in the Collection Account.

(e)            Schedule of Timeshare Loans .  The Note Issuer and Collateral Agent shall direct the Depositor to provide or cause to be provided to the Collateral Agent on any date on which a Timeshare Loan is purchased, repurchased or substituted with an electronic supplement to the Schedule of Timeshare Loans reflecting the removal and/or substitution of Timeshare Loans and subjecting any Qualified Substitute Timeshare Loans to the provisions thereof.

(f)            Officer’s Certificate .  No substitution of a Timeshare Loan shall be effective unless the Note Issuer and the Collateral Agent shall have received an Officer’s Certificate from the Club Originator indicating that (i) the new Timeshare Loan meets all the criteria of the definition of “Qualified Substitute Timeshare Loan”, (ii) the Timeshare Loan Files for such Qualified Substitute Timeshare Loan have been delivered to the Custodian or shall be delivered within five Business Days, and (iii) the Timeshare Loan Servicing Files for such Qualified Substitute Timeshare Loan have been delivered to the Servicer.

(g)            Qualified Substitute Timeshare Loans .  Within five Business Days after a Transfer Date, the Note Issuer and the Collateral Agent shall direct the Depositor to deliver or cause the delivery of the Timeshare Loan Files of the related Qualified Substitute Timeshare Loans to the Custodian in accordance with the provisions of this Note Purchase Agreement and the Custodial Agreement.

(a)           The Note Issuer shall be entitled to obtain a release from the Lien of the Note Purchase Agreement for any Timeshare Loan purchased, repurchased or substituted under Section 4.6 hereof, upon satisfaction of each of the applicable provisions of Section 4.6 hereof, (ii) in the case of any purchase or repurchase, after a payment by the Depositor of the Repurchase Price of the related Timeshare Loan, and (iii) in the case of any substitution, after payment by the Depositor of the applicable Substitution Shortfall Amounts, if any, pursuant to Section 4.6 hereof.

(b)           The Note Issuer shall be entitled to obtain a release from the Lien of the Note Purchase Agreement for any Timeshare Loan which has been paid in full.

(c)           In connection with (a) and (b) above, the Note Issuer and Collateral Agent will execute and deliver such releases, endorsements and assignments as are provided to it by the Depositor, in each case, without recourse, representation or warranty, as shall be necessary to vest in the Depositor or its designee, the legal and beneficial ownership of each Timeshare Loan being released pursuant to this Section 4.7 .  The Servicer shall deliver a Request for Release to the Custodian with respect to the related Timeshare Loan Files and Timeshare Loan Servicing Files being released pursuant to this Section 4.7 , and such files shall be transferred to the Depositor or its designee.

SECTION 4.8         Appointment of Custodian and Paying Agent .

(a)           The Collateral Agent may appoint a Custodian to hold all or a portion of the Timeshare Loan Files as agent for the Collateral Agent.  Each Custodian shall be a depository institution supervised and regulated by a federal or state banking authority, shall have combined capital and surplus of at least $100,000,000, shall be qualified to do business in the jurisdiction in which it holds any Timeshare Loan File and shall not be the Note Issuer or an Affiliate of the Note Issuer.  The initial Custodian shall be      .  The Collateral Agent shall not be responsible for paying the Custodian Fee or any other amounts owed to the Custodian.

(b)           The Note Issuer hereby appoints the Collateral Agent as a Paying Agent.  The Note Issuer may appoint other Paying Agents from time to time.  Any such other Paying Agent shall be appointed by Note Issuer Order with written notice thereof to the Collateral Agent.  Any Paying Agent appointed by the Note Issuer shall be a Person who would be eligible to be Collateral Agent hereunder as provided in Section 7.7 hereof.

SECTION 4.9         Sale of Timeshare Loans .

The parties hereto agree that none of the Timeshare Loans in the Timeshare Loans Collateral may be sold or disposed of in any manner except as expressly provided for herein.

SECTION 5.1         Appointment of Servicer and Backup Servicer; Servicing Standard .

(a)           Subject to the terms and conditions herein, the Note Issuer and the Collateral Agent hereby appoint Bluegreen as the initial Servicer hereunder.  The Servicer shall service and administer the Timeshare Loans and perform all of its duties hereunder in accordance with the Servicing Standard.

(b)           Subject to the terms and conditions herein and in the Backup Servicing Agreement, the Note Issuer hereby appoints                           to act as the initial Backup Servicer hereunder.  The Backup Servicer shall service and administer the Timeshare Loans and perform all of its duties hereunder and under the Backup Servicing Agreement in accordance with the Servicing Standard.

SECTION 5.2         Payments on the Timeshare Loans .

(a)           The Servicer shall, in a manner consistent with the Servicing Standard, collect all payments made under each Timeshare Loan and direct each applicable Obligor to timely make all payments in respect of his or her Timeshare Loan to the Lockbox Account maintained at the Lockbox Bank and, with respect to Credit Card Timeshare Loans, direct the applicable credit card merchant services provider to deposit all payments in respect of such Credit Card Timeshare Loans to the Credit Card Account (net of any Servicer Credit Card Processing Costs).

(b)           Subject to subsection (c) below, the Collateral Agent shall direct the Lockbox Bank to remit all collections in respect of the Timeshare Loans on deposit in the Lockbox Account (other than an amount equal to $________ that will remain in the Lockbox Account for administrative purposes) to the Collection Account on each Business Day via automated repetitive wire.

(c)           Liquidation Expenses shall be reimbursed as Additional Servicing Compensation to the Servicer in accordance with Section 3.2(a) hereof.  To the extent that the Servicer has received any Liquidation Expenses as Additional Servicing Compensation and shall subsequently recover any portion of such Liquidation Expenses from the related Obligor, the Servicer shall deposit such amounts into the Collection Account in accordance with Section 5.3(a)(xiii) hereof.

(d)           The Servicer agrees that to the extent it receives any amounts in respect of any insurance policies which are not payable to the Obligor or otherwise necessary for the intended use, or any other collections relating to the Timeshare Loans Collateral, it shall deposit such amounts to the Collection Account within two Business Days of receipt thereof (unless otherwise expressly provided herein).

SECTION 5.3         Duties and Responsibilities of the Servicer .

(a)           In addition to any other customary services which the Servicer may perform or may be required to perform hereunder, the Servicer shall perform or cause to be performed through sub-servicers, the following servicing and collection activities in accordance with the Servicing Standard:

(i)           perform standard accounting services and general record keeping services with respect to the Timeshare Loans;

(ii)           respond to telephone or written inquiries of Obligors concerning the Timeshare Loans;

(iii)           keep Obligors informed of the proper place and method for making payment with respect to the Timeshare Loans;

(iv)           contact Obligors to effect collections and to discourage delinquencies in the payment of amounts owed under the Timeshare Loans and doing so by any lawful means;

(v)           report tax information to Obligors and taxing authorities to the extent required by law;

(vi)           take such other action as may be necessary or appropriate in the Servicer’s judgment (which shall be consistent with the Servicing Standard) for the purpose of collecting and transferring to the Collateral Agent for deposit into the Collection Account all payments received by the Servicer or remitted to the Lockbox Account or the Credit Card Account in respect of the Timeshare Loans (except as otherwise expressly provided herein), and to carry out the duties and obligations imposed upon the Servicer pursuant to the terms of this Note Purchase Agreement;

(vii)           arranging for Liquidations of Timeshare Properties related to Defaulted Timeshare Loans and the remarketing of such Timeshare Properties as provided in Section 5.3(a)(xiii) hereof;

(viii)         use reasonable best efforts to enforce the purchase and substitution obligations of the Club Originator under the Bluegreen Purchase Agreement with respect to breaches of representations and warranties related to the Timeshare Loans;

(ix)           refrain from modifying, waiving or amending the terms of any Timeshare Loan; provided , however , the Servicer may modify, waive or amend a Timeshare Loan for which a default on such Timeshare Loan has occurred or is imminent and such modification, amendment or waiver will not (i) materially alter the interest rate on or the principal balance of such Timeshare Loan, (ii) shorten the final maturity of, lengthen the timing of payments of either principal or interest, or any other terms of, such Timeshare Loan in any manner which would have a material adverse affect on the Noteholder, (iii) adversely affect the Timeshare Property underlying such Timeshare Loan or (iv) reduce materially the likelihood that payments of interest and principal on such Timeshare Loan shall be made when due; provided , further , the Servicer may grant a single extension of the final maturity of a Timeshare Loan if the Servicer, in its reasonable discretion determines that (A) such Timeshare Loan is in default or a default on such Timeshare Loan is likely to occur in the foreseeable future and (B) the value of such Timeshare Loan will be enhanced by such extension; provided , further , the Servicer shall not be permitted to modify, waive or amend the terms of any Timeshare Loan if the Loan Balance of all Timeshare Loans for which the Servicer has modified, waived or amended the terms thereof at the time of such modification, waiver or amendment exceeds 1.5% of the then Aggregate Closing Date Collateral Balance;

(x)           work with Obligors in connection with any transfer of ownership of a Timeshare Property by an Obligor to another Person (to the extent permitted), whereby the Servicer may, only if required by law, consent to the assumption by such Person of the Timeshare Loan related to such Timeshare Property (to the extent permitted); provided , however , in connection with any such assumption, the rate of interest borne by, the maturity date of, the principal amount of, the timing of payments of principal and interest in respect of, and all other material terms of, the related Timeshare Loan shall not be changed other than as permitted in (ix) above;

(xi)           to the extent that the Custodian Fees or the Lockbox Fees are, in the Servicer’s reasonable business judgment, no longer commercially reasonable, use commercially reasonable efforts to exercise its rights under the Custodial Agreement or the Lockbox Agreement to replace the Custodian or Lockbox Bank, as applicable.  Any such successor shall be reasonably acceptable to the Collateral Agent and the Noteholder;

(xii)           delivery of such information and data to the Backup Servicer as is required under the Backup Servicing Agreement;

(xiii)                      in the event that a Defaulted Timeshare Loan is not or cannot be released from the Lien of the Note Purchase Agreement pursuant to Section 4.7 hereof, the Servicer shall, in accordance with the Servicing Standard and the Collection Policy, promptly institute collection procedures, which may include, but is not limited to, cancellation, termination or foreclosure proceedings or obtaining a deed-in-lieu of foreclosure (each, a “Foreclosure Property”).   Upon the Timeshare Property becoming a Foreclosure Property, the Servicer shall cause the Remarketing Agent to promptly attempt to remarket such Foreclosure Property in accordance with and pursuant to the Remarketing Agreement.  The Remarketing Fees due under the Remarketing Agreement shall constitute Liquidation Expenses and upon reimbursement to the Servicer shall be paid by the Servicer to the Remarketing Agent. Prior to taking any action with respect to a Defaulted Timeshare Loan pursuant to this Section 5.3(a)(xiii) or Section 5.3(a)(vii) which is not in compliance with the existing Servicing Standard, Credit and Collection Policy, this Agreement and/or the Remarketing Agreement, the Servicer shall provide written notice to the Noteholder.  The Servicer shall not take any action not in compliance with such standards, policies and/or agreements with respect to any of the Defaulted Timeshare Loans pursuant to Section 5.3(a)(vii) or (xiii) ; provided that, if the Servicer receives reasonable written instructions from the Noteholder as to the action to be taken with respect to any of the Defaulted Timeshare Loans with respect to the matters covered by Sections 5.3(a)(vii) or (xiii) , the Servicer shall act in accordance with such reasonable written instructions; provided , further , that nothing herein shall restrict the Servicer from taking any actions permitted to be taken by the Servicer pursuant to the proviso to Section 5.3(a)(ix) .  At the Noteholder's request, the Servicer shall consult with the Noteholder as to the proposed course of action to be taken with respect to Defaulted Timeshare Loans. At the Noteholder's request, the Servicer shall consult with the Noteholder as to the proposed course of action to be taken with respect to Defaulted Timeshare Loans.

(b)           The Servicer may not sell any of the Foreclosure Property that is an asset of the Timeshare Loans Collateral except for or as specifically permitted by this Note Purchase Agreement.

(c)           The Servicer shall, at least once each week, for each applicable Credit Card Timeshare Loan, deposit to the Credit Card Account, the service charge imposed by the applicable credit card merchant services provider for processing the payment due from the Obligor (such amount, the “Servicer Credit Card Processing Cost” ) and shall immediately cause all amounts on deposit therein to be transferred to the Lockbox Account.  With the written consent of the Noteholder, the Collateral Agent shall cause the Lockbox Bank to restrict the Servicer’s access and rights to the Credit Card Account, and shall instruct the Collateral Agent to instruct the Lockbox Bank to sweep all amounts on deposit in the Credit Card Account to be transferred to the Lockbox Account on a daily basis.  The Servicer hereby agrees that if such direction is given by the Noteholder, the Servicer shall not provide any contrary instruction to the Lockbox Bank with respect to the Credit Card Account.

(d)           For so long as Bluegreen or any of its Affiliates controls the Resorts, the Servicer shall use commercially reasonable best efforts to cause the Club Managing Entity to maintain or cause to maintain the Resorts in good repair, working order and condition (ordinary wear and tear excepted).

(e)           For so long as Bluegreen or any of its Affiliates controls the Resorts, the manager, related management contract and master marketing and sale contract (if applicable) for each Resort at all times shall be reasonably satisfactory to the Noteholder.  For so long as Bluegreen or any of its Affiliates controls the Timeshare Association for a Resort, and Bluegreen or an Affiliate thereof is the manager, the related management contract and master marketing and sale contract, if applicable, may be amended or modified in a manner that reasonably may be determined to have a material adverse effect on the Noteholder only with the prior written consent of the Noteholder, which consent shall not be unreasonably withheld or delayed.

(f)           In the event any Lien (other than a Permitted Lien) attaches to any Timeshare Loan or related collateral from any Person claiming from and through Bluegreen or one of its Affiliates which materially adversely affects the Note Issuer’s interest in such Timeshare Loan, Bluegreen shall, within the earlier to occur of ten Business Days after such attachment or the respective lienholders’ action to foreclose on such lien, either (i) cause such Lien to be released of record, (ii) provide the Collateral Agent with a bond in accordance with the applicable laws of the state in which the Timeshare Property is located, issued by a corporate surety acceptable to the Collateral Agent, in an amount and in form reasonably acceptable to the Collateral Agent or (iii) provide the Collateral Agent with such other security as the Noteholder or the Collateral Agent may reasonably require.

(g)           The Servicer shall:  (i) promptly notify the Noteholder and the Collateral Agent of (A) any claim, action or proceeding which may be reasonably expected to have a material adverse effect on the Timeshare Loans Collateral, or any material part thereof, and (B) any action, suit, proceeding, order or injunction of which Servicer becomes aware after the date hereof pending or threatened against or affecting Servicer or any Affiliate which may be reasonably expected to have a material adverse effect on the Timeshare Loans Collateral or the Servicer’s ability to service the same; (ii) at the request of the Noteholder or the Collateral Agent with respect to a claim or action or proceeding which arises from or through the Servicer or one of its Affiliates, appear in and defend, at Servicer’s expense, any such claim, action or proceeding which would have a material adverse effect on the Timeshare Loans or the Servicer’s ability to service the same; and (iii) comply in all respects, and shall cause all Affiliates to comply in all respects, with the terms of any orders imposed on such Person by any governmental authority the failure to comply with which would have a material adverse effect on the Timeshare Loans or the Servicer’s ability to service the same.

(h)           Except as contemplated by the Transaction Documents, the Servicer shall not, and shall not permit the Club Managing Entity to, encumber, pledge or otherwise grant a Lien or security interest (a non-exclusive license to use the Reservation System shall not be deemed an encumbrance, pledge or Lien or security interest) in and to the Reservation System (including, without limitation, all hardware, software and data in respect thereof) and furthermore agrees, and shall cause the Club Managing Entity, to use commercially reasonable efforts to keep the Reservation System operational, not to dispose of the same and to allow the Club the use of, and access to, the Reservation System in accordance with the terms of the Club Management Agreement.  Notwithstanding the foregoing, should the Club Managing Entity determine that it is desirable to replace the existing hardware and software related to the Reservation System, it will be allowed to enter into a lease or finance arrangement in connection with the lease or purchase of such hardware and software.

(i)           The Servicer shall comply in all material respects with the Collection Policy in effect on the initial Transfer Date (or, as amended from time to time with the consent of the Noteholder) and with the terms of the Timeshare Loans.

SECTION 5.4         Servicer Events of Default .

(a)           A “Servicer Event of Default” means, the occurrence and continuance of any of the following events:

(i)           any failure by the Servicer to make any required payment, transfer or deposit when due hereunder and the continuance of such default for a period of two Business Days; provided , however , that the period within which the Servicer shall make any required payment, transfer or deposit shall be extended to such longer period as is appropriate in the event of a Force Majeure Delay, provided , further , that such longer period shall not exceed seven Business Days;

(ii)           any failure by the Servicer to provide any required report within five Business Days of when such report is required to be delivered hereunder; provided , however , that the period within which the Servicer shall provide any report shall be extended to such longer period as is appropriate in the event of a Force Majeure Delay, provided , further , that such longer period shall not exceed ten Business Days;

(iii)           any failure by the Servicer to observe or perform in any material respect any other covenant or agreement which has a material adverse effect on the Noteholder and such failure is not remedied within 30 days (or, if the Servicer shall have provided evidence satisfactory to the Noteholder that such covenant cannot be cured in the 30-day period and that it is diligently pursuing a cure, 60 days), after the earlier of (x) the Servicer first acquiring Knowledge thereof and (y) the Collateral Agent’s or the Noteholder’s giving written notice thereof to the Servicer;

(iv)           any representation or warranty made by the Servicer in this Note Purchase Agreement shall prove to be incorrect in any material respect as of the time when the same shall have been made, and such breach is not remedied within 30 days (or, if the Servicer shall have provided evidence satisfactory to the Collateral Agent that such breach cannot be cured in the 30-day period and that it is diligently pursuing a cure, 60 days) after the earlier of (x) the Servicer first acquiring Knowledge thereof and (y) the Collateral Agent’s or the Noteholder’s giving written notice thereof to the Servicer;

(v)           the entry by a court having competent jurisdiction in respect of the Servicer of (i) a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or (ii) a decree or order adjudging the Servicer a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Servicer under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator, or other similar official of the Servicer, or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days;

(vi)           the commencement by the Servicer of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by either to the entry of a decree or order for relief in respect of the Servicer in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization, or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator, or similar official of the Servicer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the Servicer’s failure to pay its debts generally as they become due, or the taking of corporate action by the Servicer in furtherance of any such action, or

(vii)           a Trigger Event that remains uncured for three consecutive Due Periods.

If any Servicer Event of Default shall have occurred and not been waived hereunder or there shall have been a material default by the Servicer of a material obligation of the Servicer for which (i) the Servicer has received written notice of such default, (ii) such default has not been cured by the Servicer or waived in writing and the period for cure has expired and (iii) such default would result in a liability to the Servicer in excess of 5% of the Servicer’s Equity at such time, the Collateral Agent may, and upon notice from Noteholder shall, terminate, on behalf of the Noteholder, by notice in writing to the Servicer, all of the rights and obligations of the Servicer, as Servicer under this Note Purchase Agreement.  The Collateral Agent shall immediately give written notice of such termination to the Backup Servicer.

Unless consented to by the Noteholder, the Note Issuer may not waive any Servicer Event of Default.

(b)            Replacement of Servicer .  From and after the receipt by the Servicer of such written termination notice or the resignation of the Servicer pursuant to Section 5.10 hereof, all authority and power of the Servicer under this Note Purchase Agreement, whether with respect to the Timeshare Loans or otherwise, shall, pass to and be vested in the Collateral Agent, and the Collateral Agent shall be the successor Servicer hereunder and the duties and obligations of the Servicer shall terminate.  The Servicer shall perform such actions as are reasonably necessary to assist the Collateral Agent and the Backup Servicer in such transfer.  If the Servicer fails to undertake such action as is reasonably necessary to effectuate such a transfer, the Collateral Agent is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things reasonably necessary to effect the purposes of such notice of termination.  The Servicer agrees that if it is terminated pursuant to this Section 5.4 , it shall promptly (and, in any event, no later than five Business Days subsequent to its receipt of the notice of termination from the Collateral Agent) provide the Collateral Agent, the Backup Servicer or their respective designees (with reasonable costs being borne by the Servicer) with all documents and records (including, without limitation, those in electronic form) reasonably requested by it to enable the Collateral Agent to assume the Servicer’s functions hereunder and for the Backup Servicer to assume the functions required by the Backup Servicing Agreement, and the Servicer shall cooperate with the Collateral Agent in effecting the termination of the Servicer’s responsibilities and rights hereunder and the assumption by a successor of the Servicer’s obligations hereunder, including, without limitation, the transfer within one Business Day to the Collateral Agent or its designee for administration by it of all cash amounts which shall at the time or thereafter received by it with respect to the Timeshare Loans ( provided , however , that the Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Note Purchase Agreement on or prior to the date of such termination).  The Collateral Agent shall be entitled to renegotiate the Servicing Fee; provided , however , no change to the Servicing Fee may be made unless the Collateral Agent shall have received the written consent of the Noteholder.  Notwithstanding anything herein to the contrary, in no event shall the Collateral Agent or Bluegreen be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid hereunder and the amount necessary to induce any successor Servicer to assume the obligations of Servicer under this Note Purchase Agreement.

The Collateral Agent shall be entitled to be reimbursed by the Servicer, (or by the Timeshare Loans Collateral to the extent set forth in Section 3.4(a)(i) hereof) if the Servicer is unable to fulfill its obligations hereunder for all Servicer Termination Costs.

The successor Servicer shall have (i) no liability with respect to any obligation which was required to be performed by the terminated Servicer prior to the date that the successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the terminated Servicer, (ii) no obligation to perform any repurchase obligations, if any, of the Servicer, (iii) no obligation to pay any taxes required to be paid by the Servicer, (iv) no obligation to pay any of the fees and expenses of any other party involved in this transaction that were incurred by the prior Servicer and (v) no liability or obligation with respect to any Servicer indemnification obligations of any prior Servicer including the original Servicer.

Notwithstanding anything contained in the Note Purchase Agreement to the contrary, any successor Servicer is authorized to accept and rely on all of the accounting, records (including computer records) and work of the prior Servicer relating to the Timeshare Loans (collectively, the “Predecessor Servicer Work Product” ),   without any audit or other examination thereof, and such successor Servicer shall have no duty, responsibility, obligation or liability for the acts and omissions of the prior Servicer.  If any error, inaccuracy, omission or incorrect or nonstandard practice or procedure (collectively, “Errors”) exist in any Predecessor Servicer Work Product and such Errors make it materially more difficult to service or should cause or materially contribute to the successor Servicer making or continuing any Errors (collectively, “Continued Errors” ), the successor Servicer shall have no duty, responsibility, obligation or liability for such Continued Errors; provided, however, that each successor Servicer shall agree to use its best efforts to prevent further Continued Errors.  In the event that the successor Servicer becomes aware of Errors or Continued Errors, the successor Servicer shall, with the prior consent of the Collateral Agent, use its best efforts to reconstruct and reconcile such data as is commercially reasonable to correct such Errors and Continued Errors and to prevent future Continued Errors and to recover its costs thereby.

The Collateral Agent may appoint an Affiliate as the successor Servicer and the provisions of this Section 5.4(b) related to the Collateral Agent shall apply to such Affiliate.

(c)           Any successor Servicer, including the Collateral Agent, shall not be deemed to be in default or to have breached its duties as successor Servicer hereunder if the predecessor Servicer shall fail to deliver any required deposit to the Collection Account or otherwise fail to cooperate with, or take any actions required by such successor Servicer related to the transfer of servicing hereunder.

SECTION 5.5         Accountings:  Statements and Reports .

(a)            Monthly Servicer Report .  Not later than two Business Days prior to the Payment Date, the Servicer shall deliver to the Note Issuer, the Collateral Agent, and the Noteholder, a report (the “Monthly Servicer Report”) substantially in the form of Exhibit B hereto, detailing certain activity relating to the Timeshare Loans.  The Monthly Servicer Report shall be completed with the information specified therein for the related Due Period and shall contain such other information as may be reasonably requested by the Note Issuer, the Collateral Agent or the Noteholder in writing at least five Business Days prior to such Determination Date.  Each such Monthly Servicer Report shall be accompanied by an Officer’s Certificate of the Servicer in the form of Exhibit C hereto, certifying the accuracy of the computations reflected in such Monthly Servicer Report.

(b)            Certification as to Compliance .  The Servicer shall deliver to the Note Issuer, the Collateral Agent and the Noteholder, an Officer’s Certificate on or before June 30 of each year commencing in 2011: (x) to the effect that a review of the activities of the Servicer during the preceding calendar year, and of its performance under this Note Purchase Agreement during such period has been made under the supervision of the officer executing such Officer’s Certificate with a view to determining whether during such period, to the best of such officer’s knowledge, the Servicer had performed and observed all of its obligations under this Note Purchase Agreement, and (y) either (A) stating that based on such review, no Servicer Event of Default is known to have occurred and is continuing, or (B) if such a Servicer Event of Default is known to have occurred and is continuing, specifying such Servicer Event of Default and the nature and status thereof.

(c)            Annual Accountants’ Reports .  On or before June 30 of each year commencing in 2011, the Servicer shall (i) cause a firm of independent public accountants to furnish a certificate or statement (and the Servicer shall provide a copy of such certificate or statement to the Noteholder, the Note Issuer and the Collateral Agent, to the effect that (1) such firm has examined and audited the Servicer’s servicing controls and procedures for the previous calendar year and that such independent public accountants have examined certain documents and records (including computer records) and servicing procedures of the Servicer relating to the Timeshare Loans, (2) they have examined the most recent Monthly Servicer Report prepared by the Servicer and three other Monthly Servicer Reports chosen at random by such firm and compared such Monthly Servicer Reports with the information contained in such documents and records, (3) their examination included such tests and procedures as they considered necessary in the circumstances, (4) their examinations and comparisons described under clauses (1) and (2) above disclosed no exceptions which, in their opinion, were material, relating to such Timeshare Loans or such Monthly Servicer Reports, or, if any such exceptions were disclosed thereby, setting forth such exceptions which, in their opinion, were material and (5) on the basis of such examinations and comparisons, such firm is of the opinion that the Servicer has, during the relevant period, serviced the Timeshare Loans in compliance with this Note Purchase Agreement and the other Transaction Documents in all material respects and that such documents and records have been maintained in accordance with this Note Purchase Agreement and the other Transaction Documents in all material respects, except in each case for (A) such exceptions as such firm shall believe to be immaterial and (B) such other exceptions as shall be set forth in such written report.  The report will also indicate that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants.  In the event such independent public accountants require the Collateral Agent to agree to the procedures to be performed by such firm in any of the reports required to be prepared pursuant to this Section 5.5(c) , the Servicer shall direct the Collateral Agent in writing to so agree; it being understood and agreed that the Collateral Agent will deliver such letter of agreement in conclusive reliance upon the direction of the Servicer, and the Collateral Agent has not made any independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures.

(d)            Report on Proceedings and Servicer Event of Default .  (i) Promptly upon a Responsible Officer of the Servicer’s obtaining Knowledge of any proposed or pending investigation of it by any Governmental Authority or any court or administrative proceeding which involves or is reasonably likely to have a material and adverse effect affecting the properties, business, prospects, profits or conditions (financial or otherwise) of the Servicer and its subsidiaries, as a whole, the Servicer shall send written notice specifying the nature of such investigation or proceeding and what action the Servicer is taking or proposes to take with respect thereto and evaluating its merits, or (ii) immediately upon obtaining Knowledge of the existence of any condition or event which constitutes a Servicer Event of Default, the Servicer shall send written notice to the Note Issuer, the Collateral Agent and the Noteholder describing its nature and period of existence and what action the Servicer is taking or proposes to take with respect thereto.  The Note Issuer, the Collateral Agent and the Noteholder acknowledge that if any condition or event referred to in clause (i) above has been disclosed in the Servicer’s periodic filings with the Securities and Exchange Commission on a timely basis, that such disclosure will satisfy the requirements of clause (i) above.

SECTION 5.6         Records .

The Servicer shall maintain all data for which it is responsible (including, without limitation, computerized tapes or disks) relating directly to or maintained in connection with the servicing of the Timeshare Loans (which data and records shall be clearly marked to reflect that the Timeshare Loans have been Granted to the Collateral Agent on behalf of the Noteholder and constitute property of the Timeshare Loans Collateral) at the address specified in Section 13.3 hereof or, upon 15 days’ notice to the Note Issuer and the Collateral Agent, at such other place where any Servicing Officer of the Servicer is located (or upon 24 hours’ written notice if an Event of Default or Servicer Event of Default shall have occurred).

SECTION 5.7         Fidelity Bond and Errors and Omissions Insurance .

The Servicer shall maintain or cause to be maintained fidelity bond and errors and omissions insurance with respect to the Servicer in such form and in amounts as is customary for institutions acting as custodian of funds in respect of timeshare loans or receivables on behalf of institutional investors; provided that such insurance shall be in a minimum amount of $1,000,000 per policy and shall name the Collateral Agent as Certificateholder.  No provision of this Section 5.7 requiring such fidelity bond or errors and omissions insurance shall diminish or relieve the Servicer from its duties and obligations as set forth in this Note Purchase Agreement.  The Servicer shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond or errors and omissions insurance coverage and, by the terms of such fidelity bond or errors and omissions insurance policy, the coverage afforded thereunder extends to the Servicer.  Upon a request of the Collateral Agent, the Servicer shall deliver to the Collateral Agent, a certification evidencing coverage under such fidelity bond and the errors and omissions insurance.  Any such fidelity bond or errors and omissions insurance policy shall not be canceled or modified in a materially adverse manner without ten Business Days’ prior written notice to the Collateral Agent, provided , that the Servicer agrees to use commercially reasonable efforts to require the applicable insurer to provide (or to endeavor to provide) ten days’ prior written notice of any cancellation or modification initiated by such insurer.

SECTION 5.8         Merger or Consolidation of the Servicer .

(a)           The Servicer shall promptly provide written notice to the Collateral Agent and the Noteholder of any merger or consolidation of the Servicer.  The Servicer shall keep in full effect its existence, rights and franchise as a corporation under the laws of the state of its incorporation except as permitted herein, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Note Purchase Agreement or any of the Timeshare Loans and to perform its duties under this Note Purchase Agreement.

(b)           Any Person into which the Servicer may be merged or consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Servicer shall be a party, or any Person succeeding to the business of the Servicer, shall be the successor of the Servicer hereunder, without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however , that the successor or surviving Person (i) is a company whose business includes the servicing of assets similar to the Timeshare Loans or is an Affiliate of the Manager of the Noteholder and shall be authorized to lawfully transact business in the state or states in which the related Timeshare Properties it is to service are situated; (ii) is a U.S. Person, and (iii) delivers to the Collateral Agent (A) an agreement, in form and substance reasonably satisfactory to the Collateral Agent, which contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer under this Note Purchase Agreement and the other Transaction Documents to which the Servicer is a party and (B) an opinion of counsel as to the enforceability of such agreement.

SECTION 5.9         Sub-Servicing .

(a)           The Servicer may enter into one or more sub-servicing agreements with a sub-servicer with the consent of the Noteholder not to be unreasonably withheld (it being acknowledged by the parties hereto that the Noteholder has given its consent to the Backup Servicing Agreement).  References herein to actions taken or to be taken by the Servicer in servicing the Timeshare Loans include actions taken or to be taken by a sub-servicer on behalf of the Servicer.  Any sub-servicing agreement will be upon such terms and conditions as the Servicer may reasonably agree and as are not inconsistent with this Note Purchase Agreement.  The Servicer shall be solely responsible for any sub-servicing fees due and payable to such sub-servicer.

(b)           Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and liable for the servicing and administering of the Timeshare Loans in accordance with this Note Purchase Agreement, without diminution of such obligation or liability by virtue of such sub-servicing agreement, and to the same extent and under the same terms and conditions as if the Servicer alone were servicing and administering the Timeshare Loans.

SECTION 5.10       Servicer Resignation .

The Servicer shall not resign from the duties and obligations hereby imposed on it under this Note Purchase Agreement unless and until (i) a successor servicer, acceptable to the Note Issuer, the Collateral Agent and the Noteholder enters into an agreement in form and substance satisfactory to the Collateral Agent and the Noteholder,