FORM OF NOTE

THIS NOTE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”),   AND THIS NOTE MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

THIS NOTE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE SERVICER, THE BACKUP SERVICER, THE COLLATERAL AGENT, THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS NOTE NOR THE UNDERLYING TIMESHARE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THE OUTSTANDING NOTE BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN BELOW.

NO RESALE OR OTHER TRANSFER OF THIS NOTE SHALL BE MADE TO ANY TRANSFEREE UNLESS (A) SUCH TRANSFEREE IS NOT, AND WILL NOT ACQUIRE THIS NOTE ON BEHALF OR WITH THE ASSETS OF, ANY “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ ERISA ”), THAT IS SUBJECT TO TITLE I OF ERISA OR ANY OTHER “PLAN” AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”),   THAT IS SUBJECT TO SECTION 4975 OF THE CODE OR ANY PLAN THAT IS SUBJECT TO ANY SUBSTANTIALLY SIMILAR PROVISION OF FEDERAL, STATE OR LOCAL LAW (“ SIMILAR LAW ”) OR (B) NO “PROHIBITED TRANSACTION” UNDER ERISA OR SECTION 4975 OF THE CODE OR SIMILAR LAW THAT IS NOT SUBJECT TO A STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION WILL OCCUR IN CONNECTION WITH PURCHASER’S OR SUCH TRANSFEREE’S ACQUISITION OR HOLDING OF THIS NOTE.

Initial Payment Date:  ____, ____

FOR VALUE RECEIVED, BXG Receivables Note Trust 2009-A, a Delaware statutory trust (the “ Note Issuer ”)   hereby promises to pay to Stratstone/Bluegreen Secured Income Fund, LLC (the “ Noteholder ”)   or its permitted assigns, the principal amount equal to the lesser of (x) $750,000,000 and (y) the aggregate amount advanced from time to time under the Note Purchase Agreement, dated as of ____, ____ (the “Note Purchase Agreement” ), by and among the Note Issuer, the Noteholder, Bluegreen Corporation, a Massachusetts corporation, as Servicer (the “Servicer” ), Vacation Trust, Inc., a Florida corporation, as Club Trustee (the “Club Trustee” ) and ___________, a national banking association, as Collateral Agent (the “Collateral Agent” ), Paying Agent and Custodian reduced by any principal payment made by the Note Issuer on the Note in lawful money of the United Sta