SECOND AMENDED AND RESTATED NOTE FUNDING AGREEMENT

Execution Copy

SECOND AMENDED AND RESTATED NOTE FUNDING AGREEMENT

Dated as of June 1, 2009

among

BXG TIMESHARE TRUST I
as Issuer,

BLUEGREEN CORPORATION
as Seller and Servicer,

BLUEGREEN TIMESHARE FINANCE CORPORATION I
as Depositor,

THE PURCHASERS PARTIES HERETO,
and

BRANCH BANKING AND TRUST COMPANY,
as Agent

 

TABLE OF CONTENTS

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LIST OF EXHIBITS

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                    This SECOND AMENDED AND RESTATED NOTE FUNDING AGREEMENT (this “ Agreement ”), dated as of June 1, 2009, by and among BXG TIMESHARE TRUST I, a Delaware statutory trust (the “ Issuer ”), BLUEGREEN CORPORATION, a Massachusetts corporation (“ Bluegreen ”), BLUEGREEN TIMESHARE FINANCE CORPORATION I, a Delaware corporation (the “ Depositor ”), the PURCHASERS from time to time parties hereto (collectively, the “ Purchasers ”) and BRANCH BANKING AND TRUST COMPANY (“ BB&T ”), a North Carolina corporation, as agent for the Purchasers (together with its successors in such capacity, the “ Agent ”) hereby amends and restates in its entirety that certain Amended and Restated Note Funding Agreement, dated as of March 1, 2008, as amended by Omnibus Amendment No. 2, dated as of May 22, 2009, by and among the parties hereto and the other parties named therein, and as further amended by Omnibus Amendment No. 3, dated as of June 25, 2009, by and among the parties hereto and the other parties named therein (the “ Amended Agreement ”), by and among the parties hereto.

WITNESSETH:

                    WHEREAS, the parties hereto desire to amend and restate in its entirety the Amended Agreement as provided herein, and all actions required to do so under the Amended Agreement have been taken;

                    WHEREAS, the Issuer, Bluegreen and U.S. Bank National Association, a national banking association, as Indenture Trustee (together with its successors in such capacity, the “ Indenture Trustee ”), are parties to a certain Amended and Restated Indenture, dated as of March 1, 2008 (as the same may from time to time be amended or otherwise modified, the “ Indenture ”), pursuant to which the Issuer has issued its Timeshare Loan-Backed VFN Notes, Series I, Class A (the “ Class A Notes ”), Timeshare Loan-Backed VFN Notes, Series I, Class B (the “ Class B Notes ”), Timeshare Loan-Backed VFN Notes, Series I, Class C (the “ Class C Notes ”), Timeshare Loan-Backed VFN Notes, Series I, Class D (the “ Class D Notes ”), Timeshare Loan-Backed VFN Notes, Series I, Class E (the “ Class E Notes ”, and together with the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes, the “ Notes ”); and

                    WHEREAS, the Issuer may, from time to time, subject to and in accordance with the terms of the Indenture and this Agreement, request Borrowings, such Borrowings to be evidenced by the Notes.

                    NOW THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby expressly acknowledged, the parties hereto agree as follows:

SECTION I.          DEFINITIONS

                    Section 1.1.            Definitions . Capitalized terms used but not defined herein shall have the meanings set forth in the “Second Amended and Restated Standard Definitions” attached hereto as Annex A .

                    Section 1.2.           Other Definitional Provisions . (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto.

                                  (b)           The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and Section, subsection and Exhibit references are to this Agreement, unless otherwise specified. The words “including” and “include” shall be deemed to be followed by the words “without limitation”.

SECTION II.           AMOUNT AND TERMS OF COMMITMENTS

                    Section 2.1.           Purchases . (a) Each Purchaser hereby directs that the Notes be registered in the name of the Agent, as nominee on behalf of the Purchasers from time to time hereunder.

                                  (b)           On and subject to the terms and conditions of this Agreement from the Amendment Date and prior to the Facility Termination Date, each Committed Purchaser severally, agrees to advance its Commitment Percentage of each Borrowing requested; provided that in no event shall a Committed Purchaser be required on any date to make an advance exceeding its aggregate Available Commitment, (determined prior to giving effect to such advance or the Maximum Borrowing Amount); provided , further that in no event shall Borrowings occur more frequently than once every calendar month unless otherwise approved by the Agent.

                                  (c)           Such advance shall be made available to the Issuer, subject to the satisfaction of the conditions specified in Section 3.2 hereof, at or prior to 2:00 p.m. New York City time on the applicable Funding Date by deposit of immediately available funds to an account designated by the Issuer to the Agent.

                                  (d)           Each Borrowing on the applicable Funding Date shall be made on prior notice from the Issuer received by the Agent (such notice, a “ Borrowing Notice ”) not later than 10:00 a.m. New York City time on the second Business Day preceding such Funding Date. Each Borrowing Notice shall be irrevocable and shall specify (i) the aggregate amount of the Borrowing, which may not exceed the Maximum Borrowing Amount, and (ii) the applicable Funding Date (which shall be a Business Day) and shall be in substantially in the form attached hereto as Exhibit D . Borrowings may occur on any Business Day. The Agent shall promptly forward a copy of all Borrowing Notices to each Purchaser no later than Noon on the same day received.

                                  (e)           Pursuant to the Indenture, the Issuer shall issue five Classes of Notes – the Class A Notes, the Class B Notes, the Class C Notes, the Class D Notes and the Class E Notes. Each Borrowing shall be evidenced by a corresponding increase in the Outstanding Note Balance of each Class of Notes. A Class of Notes will have its Outstanding Note Balance increased on each Funding Date by an amount equal to the product of (A) the amount of such Borrowing and (B) such Class’ Percentage Interest.

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                                  (f)            Payments on the Notes shall be made as provided in the Indenture and the Agent shall allocate to the Purchasers each payment in respect of the Notes received by the Agent in its capacity as nominee of the Purchasers.

                                  (g)          The Agent shall keep records of each Borrowing, each Interest Accrual Period applicable thereto, the interest rate(s) applicable to the Notes and each payment of principal and interest thereon. Such records shall be rebuttably presumptive evidence of the subject matter thereof absent manifest error.

                                  (h)           The aggregate minimum advance for a Funding Date shall be $4,000,000; provided , however , that if the Available Commitment shall be less than $4,000,000, the minimum advance shall be equal to the Available Commitment.

                    Section 2.2.            Reductions, Increases and Extensions of Commitments . (a) At any time the Issuer may, acting at the direction of the Residual Interest Owner, upon at least three Business Days’ prior written notice to the Agent, terminate the Commitments or reduce the aggregate Commitments; provided , however , such Commitments may not be reduced to an amount less than $50,000,000; provided , further , that any such reduction shall not entitle the Issuer to prepay the balance of the Notes other than through Available Funds. Each such partial reduction shall be in an aggregate amount of $5,000,000 or integral multiples of $1,000,000 in excess thereof (or such other amount requested by the Issuer to which the Committed Purchasers consent). Reductions of the aggregate Commitments pursuant to this subsection 2.2(a) shall be allocated pro rata among the Committed Purchasers in accordance with each Committed Purchaser’s Commitment Percentage. At any time, the Agent may upon the request of the Residual Interest Owner and the consent of all the Committed Purchasers (which consent may be withheld in their sole discretion), increase the Commitments of the Committed Purchasers.

                                  (b)           On the Facility Termination Date, the Commitment of each Committed Purchaser shall be automatically reduced to zero.

                                  (c)            On the Amendment Date, Branch Banking and Trust Company has executed an amended and restated Joinder Supplement (as defined below) and on the Amendment Date is a Committed Purchaser hereunder. Subject to the provisions of subsections 8.1(a) and 8.1(b), any other Person may from time to time with the consent of the Agent and the Issuer become a party to this Agreement as a Purchaser by (i) delivering to the Issuer an Investment Letter and (ii) entering into an agreement substantially in the form attached hereto as Exhibit B hereto (a “ Joinder Supplement ”), with the Agent and the Issuer, acknowledged by the Servicer, which shall specify (A) the name and address of such Person for purposes of Section 9.2 hereof, (B) its Commitment, if any, and (C) the other information provided for in such form of Joinder Supplement. Upon its receipt of a duly executed Joinder Supplement, the Agent shall on the effective date determined pursuant thereto give notice of such effectiveness to the Issuer, the Servicer and the Indenture Trustee.

                                  (d)           A Joinder Supplement may provide for a reduction in the Commitment of a Committed Purchaser if, in accordance with the terms thereof, proper notice is delivered to the Agent, the Issuer and the Servicer. At any time such notice is received from a

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Committed Purchaser, the Commitment of such Committed Purchaser shall be reduced as provided for therein.

                                  (e)            So long as no Event of Default has occurred and is continuing (unless otherwise agreed by the Agent), no more than 75 and no less than 45 days prior to the Commitment Expiration Date, the Issuer may request, through the Agent, that each Purchaser extend the Commitment Expiration Date to a date which is up to 364 days after the Commitment Expiration Date then in effect, which decision will be made by each Purchaser in its sole discretion. Upon receipt of any such request, the Agent shall promptly notify each Purchaser thereof. Within 10 Business Days of notice from the Agent, each Purchaser shall notify the Agent of its willingness or refusal to so extend the Commitment Expiration Date (the “ Extension Notice Deadline ”). The Agent shall notify the Issuer of such willingness or refusal by the Purchasers within five Business Days of the Extension Notice Deadline. If any Purchaser notifies the Agent of its refusal to extend or does not expressly notify the Agent that it is willing to extend the Commitment Expiration Date by the applicable Extension Notice Deadline (each a “ Non-Extending Purchaser ”), the Commitment Expiration Date shall not be so extended.

                                  (f)            On the Amendment Date, the aggregate Commitments and the Maximum Facility Balance shall each be $150,000,000.

                    Section 2.3.            Fees, Expenses, Payments, Etc . (a) Bluegreen agrees to pay to the Agent and the Placement Agent, the Fees and other amounts set forth in the Fee Letters at the times specified therein.

                                  (b)            Bluegreen further agrees to pay on the earlier of the Payment Date in July 2009 and the initial Funding Date after the Amendment Date, to the Agent all reasonable costs and expenses in connection with the preparation, execution, delivery, administration (including any requested amendments, waivers or consents of any of the Transaction Documents) of this Agreement, the Transaction Documents, and the other documents to be delivered hereunder or in connection herewith, including the reasonable fees for the Agent’s counsel and out-of-pocket expenses of counsel for the Agent with respect thereto.

                                  (c)           Bluegreen agrees to pay to the Agent and, following the occurrence and during the continuance of an Event of Default other than one arising from the failure of the Obligors to make payments on the Timeshare Loans, each Purchaser, promptly following presentation of an invoice therefor, all reasonable costs and expenses (including reasonable fees and expenses of counsel), if any, in connection with the enforcement of any of the Transaction Documents, and the other documents delivered thereunder or in connection therewith.

                                  (d)            Bluegreen further agrees to pay on demand any and all documentary, stamp, transfer and other taxes and governmental fees payable in connection with the execution, delivery, filing and recording of any of the Transaction Documents or the other documents and agreements to be delivered hereunder and thereunder or otherwise in connection with the issuance of the Notes, and agrees to save each Purchaser and the Agent harmless from and against any liabilities with respect to or resulting from any delay in paying or any omission to pay such taxes and fees.

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                                  (e)           Periodic fees or other periodic amounts payable hereunder shall be calculated, unless otherwise specified in the Fee Letters, on the basis of a 360-day year and for the actual days elapsed.

                                  (f)           All payments to be made hereunder or under the Indenture, whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 p.m. New York City time on the due date thereof to the Agent’s account specified in subsection 9.2(b) hereof or directly to the Purchasers’ accounts if the Agent so instructs the Indenture Trustee. Payments received after 1:00 p.m. New York City time shall be deemed to have been made on the next Business Day. In any event, the Agent shall forward or instruct the Indenture Trustee to forward to the Purchasers their respective portion of such payments in immediately available funds for receipt no later than 3:00 p.m. New York City time on the date received. Notwithstanding anything herein to the contrary, if any payment due hereunder becomes due and payable on a day other than a Business Day, the payment date thereof shall be extended to the next succeeding Business Day and in the case of principal, interest shall accrue thereon at the applicable rate during such extension. To the extent that (i) the Indenture Trustee, the Depositor, the Seller, the Issuer or the Servicer makes a payment to the Agent or a Purchaser or (ii) the Agent or a Purchaser receives or is deemed to have received any payment or proceeds for application to an obligation, which payment or proceeds or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a Indenture Trustee, receiver or any other party under any bankruptcy or insolvency law, state or Federal law, common law, or for equitable cause, then, to the extent such payment or proceeds are set aside, the obligation or part thereof intended to be satisfied shall be revived and continue in full force and effect, as if such payment or proceeds had not been received or deemed received by the Agent or the Purchasers, as the case may be.

                    Section 2.4.            Indemnification . (a) Bluegreen (the “ Indemnitor ”) agrees to indemnify and hold harmless the Agent and each Purchaser and any shareholders, members, directors, officers, employees, agents or Affiliates thereof, of the Agent or Purchasers (each such Person being referred to as an “ Indemnitee ”) from and against any and all claims, damages, losses, liabilities, costs or expenses whatsoever (including reasonable fees and expenses of legal counsel) which such Indemnitee may incur (or which may be claimed against such Indemnitee) arising out of, by reason of or in connection with the execution and delivery of, or payment or other performance under, or the failure to make payments or perform under, any Transaction Document or the issuance of the Notes (including in connection with the preparation for defense of any investigation, litigation or proceeding arising out of, related to or in connection with such execution, delivery, payment, performance or issuance), except (i) to the extent that any such claim, damage, loss, liability, cost or expense shall be caused by the willful misconduct, bad faith, recklessness or gross negligence of, or breach of any representation or warranty in any Transaction Document by, any Indemnitee, (ii) to the extent that any such claim, damage, loss, liability, cost or expense is covered or addressed by subsection 2.3(c) or (d) hereof, (iii) to the extent that any such claim, damage, loss, liability, cost or expense relates to disclosure made by the Agent or a Purchaser in connection with an Assignment or Participation pursuant to Section 8.1 hereof which disclosure is not based on information given to the Agent or such Purchaser by or on behalf of Bluegreen, or any affiliate thereof or by or on behalf of the Indenture Trustee or (iv) to the extent that such claim, damage, loss, liability, cost or expense shall be caused by any

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default in payment of any Timeshare Loan. The foregoing indemnity shall include any claims, damages, losses, liabilities, costs or expenses to which any such Indemnitee may become subject under the Securities Act, the Securities Exchange Act of 1934, as amended, the Investment Company Act of 1940, as amended, or other federal or state law or regulation arising out of or based upon any untrue statement or alleged untrue statement of a material fact in any disclosure document relating to the Notes or any amendments thereof or supplements thereto, in any case, provided or approved by the Issuer (other than statements provided by the Indemnitee expressly for inclusion therein) or arising out of, or based upon, the omission or the alleged omission to state a material fact necessary to make the statements therein or any amendment thereof or supplement thereto, in light of the circumstances in which they were made, not misleading (other than with respect to statements provided by the Indemnitee expressly for inclusion therein).

                                  (b)           Promptly after the receipt by an Indemnitee of a notice of the commencement of any action against an Indemnitee, such Indemnitee will notify the Agent and the Agent will, if a claim in respect thereof is to be made against an Indemnitor pursuant to subsection 2.4(a) hereof, notify such Indemnitor in writing of the commencement thereof; but the omission so to notify such party will not relieve such party from any liability which it may have to such Indemnitee pursuant to the preceding paragraph except to the extent the Indemnitor is prejudiced by such failure. If any such action is brought against an Indemnitee and it notifies an Indemnitor of its commencement, such Indemnitor will be entitled to participate in and, to the extent that it so elects by delivering written notice to the Indemnitee promptly after receiving notice of the commencement of the action from the Indemnitee to assume the defense of any such action, with a single counsel mutually satisfactory to such Indemnitor and each affected Indemnitee. After receipt of such notice by an Indemnitor from an Indemnitee, such Indemnitor will not be liable to such Indemnitee for any legal or other expenses except as provided below and except for the reasonable costs of investigation incurred by the Indemnitee in connection with the defense of such action. Each Indemnitee will have the right to employ its own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of the such Indemnitee unless (i) the employment of such counsel by such Indemnitee has been authorized in writing by such Indemnitor, (ii) such Indemnitor shall have failed to assume the defense and employ counsel, (iii) the named parties to any such action or proceeding (including any impleaded parties) include both such Indemnitee and either an Indemnitor or another person or entity that may be entitled to indemnification from an Indemnitor (by virtue of this Section 2.4 or otherwise) and such Indemnitee shall have been advised by counsel that there may be one or more legal defenses available to such Indemnitee which are different from or additional to those available to an Indemnitor or such other party or shall otherwise have reasonably determined that the co-representation would present such counsel with a conflict of interest (in which case the Indemnitor will not have the right to direct the defense of such action on behalf of the Indemnitee). In any such case described in clauses (i) through (iii) of the preceding sentence, the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnitor; it being understood that in no event shall the Indemnitors be liable for the fees, disbursements and other charges of more than one counsel (in addition to any local counsel) for all Indemnitees in connection with any one action or separate but similar or related actions arising out of the same general allegations or circumstances. An Indemnitor shall not be liable for any settlement of any such action, suit or proceeding effected without its written consent, which shall not be unreasonably withheld, but if settled with the written consent of an Indemnitor or if there shall be a final judgment for the plaintiff in any such action, suit or

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proceeding, such Indemnitor agrees to indemnify and hold harmless any Indemnitee to the extent set forth in this Agreement from and against any loss, claim, damage, liability or reasonable expense by reason of such settlement or judgment. No Indemnitor shall, without the prior written consent of an Indemnitee (not to be unreasonably withheld), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification may be sought hereunder, if such settlement, compromise or consent includes an admission of culpability or wrong-doing on the part of such Indemnitee or the entry or an order, injunction or other equitable or nonmonetary relief (including any administrative or other sanctions or disqualifications) against such Indemnitee or if such settlement, compromise or consent does not include an unconditional release of such Indemnitee from all liability arising out of such claim, action, suit or proceeding.

                              (c)              The obligations of Bluegreen under this Agreement shall be absolute, unconditional and irrevocable and shall be performed strictly in accordance with the terms of this Agreement. Without limiting the foregoing, neither the lack of validity or enforceability of, or any modification to, any Transaction Document nor the existence of any claim, setoff, defense (other than a defense of payment) or other right which Bluegreen may have at any time against the Agent, any Purchaser or any other Person, whether in connection with any Transaction Document or any unrelated transactions, shall constitute a defense to such obligations.

                    Section 2.5.           Funding Termination Event . If any Funding Termination Event shall occur and be continuing, (a) if such event is a Funding Termination Event specified in clause (i) or (ii) of paragraph (d) of the definition thereof or paragraphs (d) and (e) of the definition of Event of Default, the Commitment of each Committed Purchaser shall automatically be reduced to zero, and (b) if such event is any other Funding Termination Event, with the consent of the Required Purchasers, the Agent may, or upon the request of the Required Purchasers, the Agent shall, by notice to the Issuer, reduce the Commitments of each Committed Purchaser to zero, whereupon the Commitments shall immediately be reduced to zero.

                    Section 2.6.          Notification of Note Rate . On the third Business Day immediately preceding each Determination Date, the Agent shall calculate the Note Rate and the Interest Distribution Amount applicable to all Notes for the applicable Interest Accrual Period and shall notify the Indenture Trustee and the Servicer of such rate and amount by written notice.

SECTION III.          CONDITIONS PRECEDENT

                    Section 3.1.          Conditions to Amendment Date . The following shall be conditions precedent to the Amendment Date:

                              (a)             This Agreement and the other Transaction Documents shall have become effective in accordance with their respective terms.

                              (b)               All of the terms, covenants, agreements and conditions of this Agreement, the Fee Letter and the other Transaction Documents to be complied with and performed by Bluegreen, the Seller, the Servicer, the Issuer, the Depositor, the Owner Trustee or

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the Indenture Trustee, as the case may be, by the Amendment Date shall have been complied with in all material respects or otherwise waived by the Agent.

                              (c)          Each of the representations and warranties of each of Bluegreen, the Seller, the Servicer, the Issuer, the Depositor, the Owner Trustee or the Indenture Trustee, as the case may be, made in this Agreement and in the other Transaction Documents shall be true and correct in all material respects as of the time of the Amendment Date as though made as of such time (except to the extent that they expressly relate to an earlier or later time).

                              (d)          No Funding Termination Event, Event of Default, Servicer Event of Default under any Transaction Document or event that with the giving of notice or lapse of time or both would constitute such an amortization event or other termination event shall have occurred and be continuing.

                              (e)          The Agent shall have received (and, to the extent requested, made available to each Purchaser):

                                           (i)          Certified copies of the resolutions of the Board of Directors of each of Bluegreen and the Depositor approving this Agreement and the Transaction Documents to which it is a party and any other documents contemplated thereby and certified copies of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the Transaction Documents to which it is a party and any other documents contemplated thereby;

                                           (ii)          An officer’s certificate of each of Bluegreen, the Depositor and the Owner Trustee, certifying the names and true signatures of the officers authorized to sign this Agreement and the Transaction Documents and any other documents to be delivered by it hereunder or thereunder;

                                           (iii)          A copy of the bylaws of each of Bluegreen and the Depositor, certified by an officer thereof;

                                           (iv)          A copy of the charter of each of Bluegreen and the Depositor, a certificate as to the good standing of Bluegreen from the Secretary of State of the Commonwealth of Massachusetts and a certificate as to the good standing of the Depositor from the Secretary of State of the State of Delaware, in each case dated as of a recent date;

                                           (v)          Proper financing statements under the UCC of all jurisdictions that the Agent may deem necessary or desirable in order to perfect the ownership and security interests contemplated by the Purchase Agreement, the Sale Agreement, the Indenture and this Agreement;

                                           (vi)          Acknowledgment copies of proper financing statements, if any, necessary to release all security interests and other rights of any Person in the Trust Estate previously granted by the Seller, the Depositor or the Issuer;

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                                           (vii)          Completed requests for information, dated on or before the Amendment Date, in all jurisdictions referred to in subsection (vi) above that name the Issuer, the Depositor or Bluegreen as debtor, together with copies of such other financing statements;

                                           (viii)         A favorable opinion of counsel to Bluegreen, dated the Amendment Date, in form and substance satisfactory to the Agent, such opinion to permit reliance by the Purchasers;

                                           (ix)            A favorable opinion of counsel to Vacation Trust, Inc., dated the Amendment Date, in form and substance satisfactory to the Agent related to corporate, regulatory and insolvency matters, such opinion to permit reliance by the Purchasers;

                                           (x)             A favorable written opinion of counsel to the Owner Trustee and special Delaware counsel to the Issuer, dated the Amendment Date, in form and substance satisfactory to the Agent, such opinion to permit reliance by the Purchasers;

                                           (xi)           A favorable written opinion of counsel to the Issuer, dated the Amendment Date, in form and substance satisfactory to the Agent, such opinion to permit reliance by the Purchasers;

                                           (xii)           A favorable written opinion of internal counsel for the Indenture Trustee and the Custodian each dated the Amendment Date, as to general corporate matters and such other matters with respect to the Indenture Trustee and Custodian as the Agent may reasonably request, such opinion to permit reliance by the Purchasers,

                                           (xiii)          A favorable written opinion of internal counsel for the Backup Servicer dated the Amendment Date as to general corporate matters and such other matters with respect to the Backup Servicer as the Agent may reasonably request, such opinion to permit reliance by the Purchasers,

                                           (xiv)          A copy of the documentation evidencing the release of all liens attaching to the Timeshare Loans pursuant to previous financings;

                                           (xv)            Executed copies of each of the Transaction Documents; and

                                           (xvi)           Such other documents, instruments, certificates and opinions as the Agent may reasonably request including those set forth as the closing list delivered to the Seller in connection with this transaction.

                              (f)          No action, suit, proceeding or investigation by or before any Governmental Authority shall have been instituted to restrain or prohibit the consummation by the Agent or the Purchasers of, or to invalidate, the transactions contemplated by this Agreement or the Transaction Documents in any material respect.

                    Section 3.2.           Condition to Borrowings . The following shall be conditions precedent to any funding by a Purchaser on each Funding Date (unless otherwise indicated) (which conditions must be satisfied no later than 2:00 p.m. New York City time on the Business Day immediately preceding such Funding Date):

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                              (a)          The Issuer shall have timely delivered a Borrowing Notice pursuant to subsection 2.1(d) hereof;

                              (b)          The representations and warranties of Bluegreen, the Issuer and the Depositor set forth or referred to in Section 4.1, 4.2 and 4.3 hereof shall be true and correct in all material respects on the date of such Borrowing as though made on and as of such date (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty shall have been true and correct in all material respects as of such earlier date); no event which is, or upon the giving of notice, the lapse of time or both would be, a Funding Termination Event shall have occurred and be continuing on such date;

                              (c)          Both immediately prior to and after giving effect to such Borrowing and the application of the proceeds thereof as provided herein and in the Indenture, the Outstanding Note Balance shall not exceed the Maximum Facility Balance and there shall not be a Borrowing Base Deficiency;

                              (d)          All conditions specified in the Indenture with respect to such Borrowing shall have been satisfied;

                              (e)          With respect to the initial Funding Date after the Amendment Date, favorable written opinion letters of local counsels for the Seller regarding certain state timeshare and real estate legal matters related to each Initial Approved Opinion Resort and the related Timeshare Loans, in form and substance satisfactory to the Agent regarding local law matters, such opinion to permit reliance by the Purchasers;

                              (f)          If the Agent waives any of the conditions set forth in Section 3.1 hereof on the Amendment Date, each such condition shall be satisfied on or before the first Borrowing;

                              (g)          The weighted average FICO Scores of the Obligors (who have FICO Scores) of the Funding Date Timeshare Loans is equal to or greater than 690.

                              (h)          The following representations and warranties with respect to each Funding Date Timeshare Loan, as of the related Funding Date, are true and correct:

                                           (i)          the Funding Date Timeshare Loan complies with the Credit Policy;

                                           (ii)          the related Obligor thereunder has a FICO Score of 575 or greater, unless the Obligor has no FICO Score;

                                           (iii)          if the related Obligor thereunder either (A) has a FICO Score less than 600 or (B) is a United States resident and does not have a FICO Score, such Obligor has made a down payment by cash, check or credit card of at least 20% of the actual purchase price (including closing costs) of the Timeshare Property (which cash down payment may, in the case of a Sampler Converted Loan, be represented in whole or in part by payments made on the related Sampler Loan) and no part of such payment has been made or loaned to Obligor by Bluegreen or an Affiliate thereof; and

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                                           (iv)          the Funding Date Timeshare Loan shall not have a Timeshare Loan Rate less than 15.90%, provided, however, that if such Funding Date Timeshare Loan is a 50/50 Loan, it may have a Timeshare Loan Rate less than 15.90%, but not less than 9.99%.

                              (i)           On such Funding Date, the aggregate Loan Balance of the Funding Date Timeshare Loans with Obligors that have no FICO Score and Obligors that are non-United States residents (without duplication) does not exceed 5% of the aggregate Loan Balance of all Funding Date Timeshare Loans acquired by the Issuer on such date.

                              (j)          Unless previously received on a Funding Date, the Agent shall have received a favorable written opinion on timeshare and real estate law matters for the Timeshare Loans to be included on such Funding Date related to the Resort for which Bluegreen is seeking to have Agent approve as an Additional Approved Opinion Resort, such opinion to permit reliance by the Purchasers.

                              (k)          The Borrowing does not exceed the Maximum Borrowing Amount.

SECTION IV.          REPRESENTATIONS AND WARRANTIES

                Section 4.1.         Representations and Warranties of Bluegreen . Bluegreen hereby represents and warrants to the Agent and the Purchasers that as of the date hereof, the Amendment Date and each Funding Date:

                              (a)          It is a corporation validly existing and in good standing under the laws of the State of Massachusetts, with full power and authority under such laws to own its properties and conduct its business as such properties are currently owned and such business is currently conducted and to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party.

                              (b)          It has the power, authority and right to make, execute, deliver and perform this Agreement and the Transaction Documents to which it is a party and all the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party. When executed and delivered, each of this Agreement and the Transaction Documents to which it is a party will constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms, subject, as to such enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors’ rights generally from time to time in effect. The enforceability of its obligations under such agreements may also be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and no representation or warranty is made with respect to the enforceability of its obligations under any indemnification provisions in such agreements to the extent that indemnification is sought in connection with securities laws violations.

                              (c)          No consent, license, approval or authorization of, or registration with, any Governmental Authority is required to be obtained in connection with the execution,

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delivery or performance of each of this Agreement and the Transaction Documents to which it is a party that has not been duly obtained and that is not and will not be in full force and effect on the Amendment Date, except such that may be required by applicable securities laws or UCC-1 Financing Statements as have been prepared for filing.

                              (d)          The execution, delivery and performance of each of this Agreement and the Transaction Documents to which it is a party do not violate any provision of any existing law or regulation applicable to it, any order or decree of any court to which it is subject, its charter or By-laws, or any mortgage, indenture, contract or other agreement to which it is a party or by which it or any significant portion of its properties is bound (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements that, individually or in the aggregate, would not have a material adverse effect on its ability to perform its obligations under this Agreement or the Transaction Documents to which it is a party).

                              (e)          There is no litigation or administrative proceeding before any court, tribunal or governmental body pending or, to its knowledge, threatened against it, with respect to this Agreement, the Transaction Documents to which it is a party, the transactions contemplated hereby or thereby or the issuance of the Notes, and there is no such litigation or proceeding against it or any significant portion of its properties that would have a material adverse effect on the transactions contemplated by, or its ability to perform its obligations under, this Agreement or the Transaction Documents to which it is a party.

                              (f)          It has delivered to the Agent complete and correct copies of its audited financial statements for the fiscal year ended on or about December 31, 2008.

                              (g)          No report, statement, exhibit or other written information required to be furnished by Bluegreen or any of its Affiliates, agents or representatives to the Agent or any Purchaser pursuant to this Agreement or the Transaction Documents is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case, as of the date it is or shall be dated or (except as otherwise disclosed to the Agent or any Purchaser, as the case may be, at such time) as of the date so furnished.

                              (h)          Each of the Transaction Documents to which it is a party is in full force and effect and no amortization, termination or other event or circumstance has occurred thereunder or in connection therewith that could reasonably be expected to result in the termination of any such agreement or any other interruption of the ongoing performance by the parties to each such agreement of their respective obligations thereunder.

                              (i)          Bluegreen repeats and reaffirms to the Agent and the Purchasers each of the representations and warranties of Bluegreen in the Transaction Documents to which it is a party and each other document delivered in connection therewith or herewith, and represents that such representations and warranties are true and correct in all material respects (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty is repeated and affirmed as of such earlier date).

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                              (j)          Based upon the Investment Letters of the Purchasers and compliance with the terms of this Agreement and the Transaction Documents, the sale of the Notes pursuant to the terms of this Agreement and the Indenture will not require the registration of such Notes under the Securities Act.

                              (k)          All tax returns (federal, state and local) required to be filed with respect to Bluegreen have been filed (which filings may be made by an Affiliate of Bluegreen on a consolidated basis covering Bluegreen and other Persons) and there has been paid or adequate provision made in its GAAP financial statements for the payment of all taxes, assessments and other governmental charges in respect of Bluegreen (or in the event consolidated returns have been filed, with respect to the Persons subject to such returns), other than as on Schedule 4.1(k) hereto.

                              (l)          Based upon the Investment Letters of the Purchasers, the representation letter from GSS Holdings, Inc. and compliance with the terms of this Agreement and the Transaction Documents, the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended and none of Bluegreen, the Depositor or the Issuer is required to be registered under the Investment Company Act of 1940, as amended.

                              (m)        There has not been any material adverse change in the business, operations, financial condition, properties or assets of Bluegreen since the year ended December 31, 2008.

                              (n)          The chief executive office of Bluegreen is at the address indicated in Section 9.2 hereof.

                              (o)          The Credit Policy and the Collection Policy attached as Exhibits J and K to the Indenture, respectively (as the same may be amended from time to time in accordance with the provisions of the Indenture and this Agreement), fairly represent the policies of the Servicer and, to the best knowledge of the Servicer, each is materially consistent with the customary standard of prudent servicers of loans secured by timeshare interests.

                              (p)          As of the date hereof: (i) Bluegreen has only the subsidiaries and divisions listed on Schedule A to this Agreement; and (ii) Bluegreen has, within the last five (5) years, operated only under the tradenames identified in Schedule B to this Agreement, and, within the last five years, has not changed its name, merged with or into or consolidated with any other corporation or been the subject of any proceeding under Title 11, United States Code (Bankruptcy), except as disclosed in Schedule C to this Agreement.

                              (q)          Bluegreen and each Affiliate thereof is in compliance in all material respects with ERISA and no lien in favor of the Pension Benefit Guaranty Corporation on any of the Timeshare Loans shall exist.

                              (r)          The name and address of the Lockbox Bank, together with the account numbers of the Lockbox Accounts at the Lockbox Bank, are specified in the Lockbox Agreement (or at such other Lockbox Bank and/or with such other Lockbox Accounts as have been notified to the Agent). All applicable Obligors will be instructed to make payment to the Lockbox Account in accordance with the Indenture.

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                              (s)          For clarity, it is understood that the Timeshare Loans, related Timeshare Loan Documents and other related assets will be conveyed by the Seller to the Depositor and by the Depositor to the Issuer pursuant to the Purchase Agreement and Sale Agreement, respectively, without recourse, representation on warranty except as expressly provided therein. Without limiting the foregoing, none of the Seller, the Depositor or any of their respective subsidiaries shall be responsible for payments on the Timeshare Loans, and any other credit risks associated therewith shall be borne by the Issuer and the holders of any obligations of the Issuer.

                              (t)          Bluegreen and each of its Affiliates has and intends to in the future to properly disclose and account for the transactions contemplated by the Transaction Documents as an on balance sheet transaction in accordance with GAAP. Bluegreen intends to have the transactions contemplated by the Transaction Documents reviewed by a third party advisor and eventually by its auditors to confirm the foregoing. The transaction contemplated by the Transaction Documents is a structured financing for tax purposes.

                Section 4.2.         Representations and Warranties of the Issuer . The Issuer hereby represents and warrants to the Agent and the Purchasers that as of the date hereof, the Amendment Date and each Funding Date:

                              (a)          It is a statutory trust validly existing and in good standing under the laws of the State of Delaware, with full power and authority under such laws to own its properties and conduct its business as such properties are currently owned and such business is currently conducted and to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party.

                              (b)          It has the power, authority and right to make, execute, deliver and perform this Agreement and the Transaction Documents to which it is a party and all the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party. When executed and delivered, each of this Agreement and the Transaction Documents to which it is a party will constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms, subject, as to such enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors’ rights generally from time to time in effect. The enforceability of its obligations under such agreements may also be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and no representation or warranty is made with respect to the enforceability of its obligations under any indemnification provisions in such agreements to the extent that indemnification is sought in connection with securities laws violations.

                              (c)          No consent, license, approval or authorization of, or registration with, any Governmental Authority is required to be obtained in connection with the execution, delivery or performance of each of this Agreement and the Transaction Documents to which it is a party that has not been duly obtained and that is not and will not be in full force and effect on the Amendment Date, except such that may be required by applicable securities laws or UCC-1 Financing Statements as have been prepared for filing.

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                              (d)          The execution, delivery and performance of each of this Agreement and the Transaction Documents to which it is a party do not violate any provision of any existing law or regulation applicable to it, any order or decree of any court to which it is subject, the Trust Agreement, or any mortgage, indenture, contract or other agreement to which it is a party or by which it or any significant portion of its properties is bound.

                              (e)          There is no litigation or administrative proceeding before any court, tribunal or governmental body pending or, to its knowledge, threatened against it, with respect to this Agreement the Transaction Documents to which it is a party, the transactions contemplated hereby or thereby or the issuance of the Notes.

                              (f)          No report, statement, exhibit or other written information required to be furnished by it or any of its Affiliates, agents or representatives to the Agent or any Purchaser pursuant to this Agreement or the Transaction Documents is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case, as of the date it is or shall be dated or (except as otherwise disclosed to the Agent or any Purchaser, as the case may be, at such time) as of the date so furnished.

                              (g)          The Notes have been duly and validly authorized, and, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding, and will be entitled to the benefits of the Indenture, this Agreement and the other Transaction Documents.

                              (h)          Each of the Transaction Documents to which it is a party is in full force and effect and no amortization, termination or other event or circumstance has occurred thereunder or in connection therewith that could reasonably be expected to result in the termination of any such agreement or any other interruption of the ongoing performance by the parties to each such agreement of their respective obligations thereunder.

                              (i)          The Issuer repeats and reaffirms to the Agent and the Purchasers each of the representations and warranties of the Issuer in the Transaction Documents to which it is a party and each other document delivered in connection therewith or herewith, and represents that such representations and warranties are true and correct in all material respects (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty is repeated and affirmed as of such earlier date).

                              (j)          Any taxes, fees and other charges of Governmental Authorities applicable to it, except for franchise or income taxes, in connection with the execution, delivery and performance by it of this Agreement and the Transaction Documents to which it is a party or otherwise applicable to it in connection with the transactions contemplated hereby or thereby have been paid or will be paid at or prior to the Amendment Date to the extent then due.

                Section 4.3.         Representations and Warranties of the Depositor . The Depositor hereby represents and warrants, that as of the date hereof and the Amendment Date:

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                              (a)          It is a corporation validly existing and in good standing under the laws of the State of Delaware, with full power and authority under such laws to own its properties and conduct its business as such properties are currently owned and such business is currently conducted and to execute, deliver and perform its obligations under this Agreement and the Transaction Documents to which it is a party.

                              (b)          It has the power, authority and right to make, execute, deliver and perform this Agreement and the Transaction Documents to which it is a party and all the transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the Transaction Documents to which it is a party. When executed and delivered, each of this Agreement and the Transaction Documents to which it is a party will constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms, subject, as to such enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors’ rights generally from time to time in effect. The enforceability of its obligations under such agreements may also be limited by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law, and no representation or warranty is made with respect to the enforceability of its obligations under any indemnification provisions in such agreements to the extent that indemnification is sought in connection with securities laws violations.

                              (c)          No consent, license, approval or authorization of, or registration with, any Governmental Authority is required to be obtained in connection with the execution, delivery or performance of each of this Agreement and the Transaction Documents to which it is a party that has not been duly obtained and that is not and will not be in full force and effect on the Amendment Date, except such that may be required by applicable securities laws or UCC-1 or UCC-3 Financing Statements as have been prepared for filing.

                              (d)          The execution, delivery and performance of each of this Agreement and the Transaction Documents to which it is a party do not violate any provision of any existing law or regulation applicable to it, any order or decree of any court to which it is subject, its charter or By-laws, or any mortgage, indenture, contract or other agreement to which it is a party or by which it or any significant portion of its properties is bound.

                              (e)          There is no litigation or administrative proceeding before any court, tribunal or governmental body pending or, to its knowledge, threatened against it, with respect to this Agreement, the Transaction Documents to which it is a party, the transactions contemplated hereby or thereby or the issuance of the Notes.

                              (f)          No report, statement, exhibit or other written information required to be furnished by it or any of its Affiliates, agents or representatives to the gent or any Purchaser pursuant to this Agreement or the Transaction Documents is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading, in each case, as of the date it is or shall be dated or (except as otherwise disclosed to the Agent or any Purchaser, as the case may be, at such time) as of the date so furnished.

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                              (g)          The Notes have been duly and validly authorized, and, when executed and authenticated in accordance with the terms of the Indenture and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding, and will be entitled to the benefits of the Indenture, this Agreement and the other Transaction Documents.

                              (h)          Each of the Transaction Documents to which it is a party is in full force and effect and no default or other event or circumstance has occurred thereunder or in connection therewith that could reasonably be expected to result in the termination of any such agreement or any other interruption of the ongoing performance by the parties to each such agreement of their respective obligations thereunder.

                              (i)          The Depositor repeats and reaffirms to the Agent and the Purchasers each of the representations and warranties of the Depositor in the Transaction Documents to which it is a party and each other document delivered in connection therewith or herewith, and represents that such representations and warranties are true and correct in all material respects (except where such representation or warranty specifically relates to any earlier date, in which case such representation and warranty are repeated and affirmed as of such earlier date).

                              (j)          Any taxes, fees and other charges of Governmental Authorities applicable to it, except for franchise or income taxes, in connection with the execution, delivery and performance by it of this Agreement and the Transaction Documents to which it is a party or otherwise applicable to it in connection with the transactions contemplated hereby or thereby have been paid or will be paid at or prior to the Amendment Date to the extent then due.

                              (k)          The chief executive office of the Depositor is at the address indicated in Section 9.2 hereof.

SECTION V.          COVENANTS

                Section 5.1.          Covenants . Each of Bluegreen, the Depositor and the Issuer, each solely as to itself, covenants and agrees with the Agent and the Purchasers, through the Facility Termination Date and thereafter so long as any amount of the Notes shall remain outstanding or any monetary obligation arising hereunder shall remain unpaid, unless the Required Purchasers shall otherwise consent in writing, that:

                              (a)          it shall perform in all material respects each of the respective agreements and indemnities applicable to it and comply in all material respects with each of the respective terms and provisions applicable to it under the other Transaction Documents to which it is party, which agreements and indemnities are hereby incorporated by reference into this Agreement as if set forth herein in full; it shall, to the extent any other party shall fail to perform any of its obligations in the Transaction Documents, take all reasonable action to enforce the obligations of each of the other parties to such Transaction Documents which are contained therein;

                              (b)          the Issuer and the Servicer shall furnish to the Agent a copy of each opinion, certificate, report, statement, notice or other communication (other than investment

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instructions) relating to the Notes which is furnished by or on behalf of it to the other or to the Indenture Trustee and furnish to the Agent after receipt thereof, a copy of each notice, demand or other communication relating to the Notes, this Agreement or the Indenture received by the Issuer or the Servicer from the Indenture Trustee, the Depositor or the Seller; and (ii) such other information, documents records or reports respecting the Collateral, the Seller, the Depositor, the Issuer or the Servicer as the Agent may from time to time reasonably request;

                              (c)           the Issuer shall furnish to the Agent on or before the date such reports are due under the Indenture copies of each of the reports, notices and certificates required by Section 7.2 of the Indenture;

                               (d)           the Issuer shall promptly furnish to the Agent a copy, addressed to the Agent, of each opinion of counsel delivered to the Indenture Trustee pursuant to Section 7.3(d) of the Indenture;

                               (e)           Bluegreen shall not permit a Servicer Event of Default under the Indenture to occur;

                               (f)           Bluegreen shall continue to engage in business of the same general type as now conducted with respect to the Timeshare Loans transferred by it and preserve, renew and keep in full force and effect its existence and take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of such business; and comply with all Requirements of Law except where the failure to be so qualified could reasonably be expected to have a material adverse affect on Bluegreen;

                               (g)           the Issuer, the Depositor, the Seller and the Servicer shall at the expense of the Seller and at any time from time to time during regular business hours, on reasonable notice to the Issuer, the Depositor, the Seller or the Servicer, as the case may be, permit the Agent, or its agents or representatives to:

                                               (i)           examine all books, records and documents (including computer tapes and disks) in its possession or under its control; and

                                               (ii)          visit its offices and property for the purpose of examining such materials described in clause (i) above;

                               (h)           the Issuer and the Servicer shall furnish to the Agent, promptly after the occurrence of any event which is, or upon the giving of notice, the lapse of time or both would be, an Funding Termination Event, a certificate of an appropriate officer of the Issuer or the Servicer, as the case may be, setting forth the circumstances of such event and any action taken or proposed to be taken by the Issuer or the Servicer with respect thereto;

                               (i)           it shall timely make all payments, deposits or transfers and give all instructions to transfer required by this Agreement and the Indenture;

                               (j)           it shall execute and deliver to the Agent or the Indenture Trustee all such documents and instruments and do all such other acts and things as may be necessary or reasonably required by the Agent or the Indenture Trustee to enable the Agent or the Indenture

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Trustee to exercise and enforce their respective rights under the Transaction Documents and to realize thereon, and record and file and rerecord and refile all such documents and instruments, at such time or times, in such manner and at such place or places, all as may be necessary or required by the Indenture Trustee or the Agent to validate, preserve, perfect and protect the position of the Indenture Trustee under the Indenture provided no such action shall be inconsistent with the Indenture or contrary to instructions of the Indenture Trustee;

                               (k)           neither the Depositor nor the Issuer will consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, except (i) in accordance with the Indenture and (ii) with the prior written consent of the Required Purchasers;

                               (l)            Bluegreen will not resign as Servicer, unless (i) the performance of its duties under the Indenture is no longer permissible pursuant to Requirements of Law and there is no reasonable action which it could take to make the performance of such duties permissible under such Requirements of Law, or (ii) at least 66-2/3% of the Purchasers shall have consented thereto;

                               (m)           Bluegreen shall furnish to each Purchaser and the Agent:

                                               (i)           (A) for so long as Bluegreen is a reporting company under the Exchange Act, each report on Form 8-K, Form 10-K or Form 10-Q required to be filed with the Securities and Exchange Commission by Bluegreen and (B) if Bluegreen is no longer a reporting company under the Exchange Act, (1) as soon as available and in any event within 45 days after the end of each fiscal quarter, the consolidated balance sheet of Bluegreen and its subsidiaries as of the end of such quarter and consolidated statements of income and retained earnings of Bluegreen and its subsidiaries for the period commencing at the end of the previous fiscal year and ending with the end of such quarter, certified by the chief financial officer of Bluegreen and (2) as soon as available and in any event within 90 days after the end of each fiscal year of Bluegreen, a copy of the consolidated financial statements of Bluegreen and its subsidiaries for such year accompanied by an audit report of a nationally recognized firm of independent certified public accountants (or such other firm of independent certified public accountants acceptable to the Agent) which report shall be unqualified as to going concern and scope of audit and shall state that such consolidated financial statements present fairly the consolidated financial position of Bluegreen and each of its subsidiaries at the dates indicated and the results of their operations and their cash flow for the periods indicated is in conformity with GAAP and that the examination had been made in accordance with GAAP;

                                               (ii)          A copy of each certificate, opinion, report, notice or other communication (other than investment instructions) furnished by or on behalf of Bluegreen or the Issuer to the Indenture Trustee under the Transaction Documents, concurrently therewith, and promptly after receipt thereof, a copy of each notice, demand or other communication received by or on behalf of Bluegreen, the Depositor or the Issuer under the Transaction Documents; and

                                               (iii)         Such other information (including financial information), documents, records or reports respecting the Notes, the Trust Estate, Bluegreen, the Depositor or the Issuer as the Agent may from time to time reasonably request;

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                               (n)          Bluegreen shall not make, or permit any Person within its control to make, any material amendment, modification or change to, or provide any material waiver under, the Indenture or the other Transaction Documents without the prior written consent of the Agent and in any case in compliance with Section 9.1 hereof;

                               (o)          Bluegreen will comply in all material respects with the Credit Policy and the Collection Policy in regard to each Timeshare Loan. Bluegreen shall (i) notify the Agent ten days prior to any material amendment of or change in the Credit Policy or the Collection Policy and (ii) obtain the Agent’s prior written consent (which consent will not be unreasonably withheld or delayed) if such amendment or change has a material and adverse affect on the Noteholders; provided , that Bluegreen may immediately implement any changes (and provide notice to the Agent subsequent thereto) as may be required under applicable law from time to time upon the reasonable determination of Bluegreen; and provided , further , that