AMENDED AND RESTATED SERVICING AGREEMENT

2.

Application . This Agreement shall apply to all Contracts received from purchasers of timeshare interests at the Timeshare Projects secured by timeshare interest(s) at the Timeshare Project(s).

3.

Appointment of Servicer as an Independent Contractor . The Company hereby appoints Servicer as an independent contractor to collect, for the account of the Company, all periodic and other payments under the Contracts. Servicer hereby accepts such appointment and agrees to act in accordance with the terms hereof. Servicer shall have only the authority that is expressly conferred upon it by this Agreement.

4.

Lockbox Bank . The Servicer has engaged and shall engage the services of Bank of America, N.A. (the “ Lockbox Bank ”) that will govern the terms of the Account (as defined below), such Lockbox Bank having been deemed to be acceptable to the Company. The Servicer has entered and will enter into agreements with the Lockbox Bank (the “ Lockbox Agreement ”) setting forth the obligations of the Lockbox Bank described in this Agreement, which prior agreements contain no terms or conditions that conflict with the terms and conditions of this Agreement and have been deemed to be reasonably acceptable to the Company and any such future agreements shall likewise contain no terms or conditions that conflict with the terms and conditions of this Agreement and shall be shall be reasonably acceptable to the Company.

5.

Payments.

(a)

Collection of Payments . With respect to all Contracts serviced under this Agreement, Servicer covenants and agrees that during the entire term of this Agreement, Servicer will seek, at its sole cost and expense, to collect promptly all payments due under the Contracts.

(b)

Authorization to accept Payments . Servicer is only authorized to accept payments as provided in the Contracts or as required by law.

(c)

Default under Contract . Subject to any reinstatement of the defaulted Contracts as may take place, Servicer shall, on behalf of and at the direction of the Company, in case of default of any of the Contracts, take reasonable and customary actions to forfeit or cancel the rights of the obligor(s) under such Contracts, or institute or assist in instituting, possessory, forfeiture, foreclosure or other proceedings to acquire or terminate the rights of the obligor(s) in and to the

timeshare interest; such actions of the Servicer in so proceeding to be at the total cost and expense of the Company.

(d)

Post Office Box. Servicer agrees that it shall establish through the Lockbox Bank a post office box depository to which payments by obligors under the Contracts may be made. Such post office box shall be opened in the name of the Company/Servicer (or if required by a hypothecation lender to the Company, then Servicer may open the lockbox in the name determined by such hypothecation lender). Each obligor, as applicable, will be, as soon as possible after the date of this Agreement, and thereafter periodically as determined by Servicer, instructed to mail their remittances under the Contracts to the above described post office box. The Company agrees to take all steps necessary or, in Servicer’s opinion, desirable to cause the applicable obligors under the Contracts to mail their remittances to the post office box.

(e)

Receipt of Payments. On the day received, the Lockbox Bank will open all mail addressed to the post office box referred to herein and remove and inspect enclosures. All Checks (as defined below) and other collection remittances and all return items will be processed by the Lockbox Bank according to the terms hereof and of the Lockbox Agreement.

(f)

PAC Arrangements. If payors of Contracts are offered the opportunity to pay such Contracts by electronic funds transfer, pre-authorized checking (“ PAC ”) arrangements or credit card payments, then Servicer shall process such payments through the appropriate accounts as opposed to processing by check collection. Such payments shall, otherwise, be subject to the terms hereof.

6.

Bluegreen/Big Cedar Vacations, LLC Contracts Account.

(a)

Deposit of Payments . All money orders, checks, drafts and other orders of payment (“ Checks ”) respecting payment on Contracts, and all money and other funds (“ Monies ”) (including electronic fund transfer, PACs, credit card payments or similar arrangements) respecting payment on Contracts received by Servicer or the Lockbox Bank, in accordance with its usual and customary procedures, will be deposited by Servicer or the Lockbox Bank into the appropriate account at the Lockbox Bank maintained in the name of “Bluegreen/Big Cedar Vacations, LLC” or a related variation thereof (hereinafter the “ Accounts ”), it being recognized as of the date of this Agreement that there are a total of three (3) such Accounts. In addition to Servicer’s or Lockbox Bank’s deposit of all Checks and Monies received by it or in the post office box, respectively, to the Accounts, the Company agrees that it will make or cause the obligors under the respective Contracts who are unable or unwilling to remit payments due to the post office box or by electronic fund transfer, PAC arrangements or credit card payments, to instead pay the Company directly or by way of transfers to an account of the Company, which the Company shall then deposit into the applicable Account. Charges respecting the Accounts or the post office box and any other charges, costs or fees incurred pursuant to this Agreement will be billed to and paid

directly by the Company, and Servicer will not be liable for any such charges, costs or fees. Servicer may deduct from the foregoing payments its Fee, pursuant to Paragraph 7, and costs as set forth in Paragraph 5(c) and the preceding sentence (if Servicer pays such charges, costs or fees on behalf of the Company), provided, that the Servicer shall only be permitted to make such deductions if the Company has not timely paid such amounts as provided in Section 7 . The Accounts have been and/or shall be opened as interest-bearing accounts, if possible, and all such interest shall accrue to the benefit of the Company. If an interest-bearing account is not possible, Servicer shall seek to have amounts in the Accounts, as applicable, swept into to an interest-bearing account on a daily or other periodic and routine basis no less frequently than three times per week, which interest shall accrue to the benefit of the Company, or swept directly to an account as directed by any hypothecation lender.

(b)

Monies to be held in Trust . All Checks and Monies received by Servicer are to be segregated from all other funds of Servicer and shall be held in trust for the Company until deposited. All Checks and Monies received by Servicer and/or deposited into the Accounts are the property of the Company, and Servicer will have no interest in or control over the Checks and Monies, excepting for its rights set forth in Paragraph 6(a) and its obligations set forth herein, as applicable.

(c)

Withdrawals. Withdrawals from the Accounts are restricted, and may be made only by way of draft, wire transfer or electronic funds transfer payable to the Company or pursuant to Paragraph 6(a). To the extent that a hypothecation lender does not otherwise direct, Servicer will arrange to wire transfer to the Company all collected funds received in the applicable Account to the Company’s account number 2020000449306 at Wachovia Bank in Boca Raton, Florida, bank transit number 063000021, reference Bluegreen/Big Cedar Vacations, LLC, or as may otherwise be specifically directed by the Company. The Servicer shall seek to set up an automated repetitive wire agreement (daily or other periodic and routine basis not less frequently than three times per week) in respect to the foregoing transfers, subject to the terms of this Agreement.

(d)

Acceptable Payee. Servicer or Lockbox Bank will deposit into the applicable Account all Checks on which the payee or endorsee is the Company or a reasonable variation of the Company’s name (“ Acceptable Payee ”). Servicer or Lockbox Bank has the right, in its sole discretion, to determine what a reasonable variation of Acceptable Payee is. If the payee is not an Acceptable Payee, Servicer or Lockbox Bank will not deposit the Check in the Account and the Check will be referred to the Servicer. The Company agrees to indemnify and hold Servicer harmless from and against all losses, costs, attorney’s fees, claims or suits suffered by Servicer arising out of, or in connection with, its depositing Checks payable to or endorsed in favor of Acceptable Payees, except to the extent such damages and losses are as a result of Servicer’s violation of laws, breach of this Agreement, bad faith, gross negligence or willful acts or omissions.

(e)

Payments received by the Company. The Company shall cause all payments on Contracts to be made to the applicable Account, and any payment on