Exhibit 10.216 CONSTRUCTION LOAN AND SECURITY AGREEMENT By and Among TEXTRON FINANCIAL CORPORATION

Exhibit 10.216

CONSTRUCTION LOAN AND SECURITY AGREEMENT

By and Among

TEXTRON FINANCIAL CORPORATION

and

BLUEGREEN VACATIONS UNLIMITED, INC.

and

BLUEGREEN CORPORATION

As of: March 23, 2007

EXECUTION VERSION

TABLE OF CONTENTS

Page

1. Definitions and Construction................................................1

1.1 Definitions.......................................................1
1.2 Construction.....................................................11
1.3 Schedules and Exhibits...........................................11
1.4 Accounting Principles............................................12

2. The Loan...................................................................12

2.1 General..........................................................12
2.2 Intentionally Omitted............................................12
2.3 Construction Loan................................................12
2.4 Advances.........................................................12
2.5 Intentionally Omitted............................................13
2.6 Requests for Construction Advance................................13
2.7 Amounts in Excess of Maximum Loan Amount.........................13
2.8 Use of Proceeds..................................................13
2.9 Closing..........................................................14
2.10 Maximum Relationship Amount.....................................14

3. Loan Documents and Loan Account...........................................14

3.1 Loan Documents..................................................14
3.2 Loan Account....................................................14

4. Interest Rate..............................................................14

4.1 Primary Interest Rate............................................14
4.2 Default Rate.....................................................15
4.3 Calculation of Interest..........................................15
4.4 Limitation of Interest to Maximum Lawful Rate....................15

5. Fees.......................................................................15

5.1 Loan Fee.........................................................15
5.2 Late Charge......................................................15
5.3 General.........................................................16

6. Payments...................................................................16

6.1 General..........................................................16
6.2 Reinstatement of Obligations.....................................17
6.3 Prepayment.......................................................17
6.4 Indemnity........................................................17

7. Security; Guaranties.......................................................18

7.1 Security.........................................................18
7.2 Cross-Default....................................................20

7.3 Guaranty.........................................................20
7.4 Additional Documents and Future Actions..........................20
7.5 Location of Collateral...........................................20
7.6 Insurance and Protection of Collateral...........................20

8. Funding Procedures.........................................................20

8.1 General..........................................................20
8.2 Disbursement Agent...............................................21
8.3 Payment of Bills.................................................21
8.4 Construction Component Portion...................................21
8.5 Retainage; Conditions Precedent to Final Disbursements...........21
8.6 Deposit of Funds Advanced/Advances to Disbursement Agent,
Architect, Contractor and Subcontractors.........................23
8.7 Advances Do Not Constitute a Waiver..............................23

9. Representations and Warranties.............................................23

9.1 Organization; Power..............................................23
9.2 Authorization; No Legal Restrictions; No Breach of
Other Agreements.................................................24
9.3 Approvals; Licenses, Etc.........................................25
9.4 Enforceability...................................................25
9.5 Title............................................................25
9.6 Liens............................................................25
9.7 Financial Statements and Financial Condition.....................25
9.8 Taxes............................................................26
9.9 Subsidiaries; Affiliates and Capital Structure...................27
9.10 Litigation Proceedings, Etc.....................................27
9.11 Licenses; Permits; Etc.........................................27
9.12 Environmental Matters...........................................27
9.13 Full Disclosure.................................................28
9.14 Use of Proceeds/Margin Stock....................................28
9.15 No Defaults.....................................................28
9.16 Compliance with Law.............................................28
9.17 Restrictions of Borrower or Guarantors..........................29
9.18 Broker's Fees...................................................29
9.19 Deferred Compensation Plans.....................................29
9.20 Labor Relations.................................................29
9.21 Tax Identification/Social Security Numbers......................30
9.22 Insurance.......................................................30
9.23 Names and Addresses.............................................30
9.24 Solvency.......................................................30
9.25 Common Enterprise..............................................30
9.26 Intentionally Omitted...........................................31
9.27 Completeness of Representations.................................31
9.28 No Violation of Right of First Refusal.........................31

10. Representations, Warranties and Covenants.................................31

10.1 Access and Utilities............................................31
10.2 Compliance.....................................................31
10.3 Declarations...................................................31
10.4 Zoning Laws, Building Codes, Etc...............................32
10.5 Units Ready for Use............................................32
10.6 Mortgaged Property and Taxes and Fees..........................32
10.7 No Defaults....................................................32
10.8 Timeshare Plan.................................................32
10.9 Sale of Timeshare Interests....................................33
10.10 Brokers.......................................................33
10.11 Tangible Property.............................................33
10.12 Condition of Project..........................................34
10.13 Assessments and Developer Subsidy.............................34
10.14 Amenities....................................................34
10.15 Permits and Licenses..........................................34
10.16 Wetlands......................................................34
10.17 Mechanics Lien Claims.........................................34
10.18 Project Contracts.............................................34
10.19 Certified Survey Map Approved..................................34
10.20 Site Plan Approval.............................................34
10.21 Club Plan......................................................35
10.22 Reservation System.............................................35
10.23 One to One Ratio Compliance....................................35
10.24 Club Documents.................................................35

11. Construction Representations, Warranties and Covenants....................35

11.1 Construction....................................................36
11.2 Cost Certificate................................................36
11.3 Construction Contract...........................................36
11.4 Architect's Contract............................................37
11.5 Subcontracts....................................................38
11.6 Specifications.................................................38
11.7 Permits.........................................................39
11.8 Commencement of Construction....................................39
11.9 Zoning and Land Use.............................................39
11.10 Additional Equity..............................................39
11.11 No Developer's Fee.............................................40
11.12 Right of Lender to Inspect Development Parcel and
Review Specifications..........................................40
11.13 Correction of Defects..........................................40
11.14 Notification of Mechanics Lien Claims..........................40
11.15 Construction Tests.............................................40
11.16 Substantial Completion.........................................41

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11.17 Occupancy Permits.............................................41
11.18 Notice of Completion...........................................41
11.19 Compliance with Inspector's Standards..........................42
11.20 Bonding Requirements...........................................42
11.21 Force Majeure..................................................42
11.22 Lien Waivers...................................................42
11.23 Specifications.................................................42

12. General Affirmative Covenants.............................................42

12.1 Payment and Performance of Obligations..........................43
12.2 Business Office.................................................43
12.3 Maintenance of Existence, Qualification and Assets..............43
12.4 Consolidation and Merger........................................43
12.5 Maintenance of Insurance........................................43
12.6 Maintenance of Security.........................................43
12.7 Payment of Taxes and Claims.....................................44
12.8 Inspections.....................................................44
12.9 Records.........................................................45
12.10 Management.....................................................45
12.11 Maintenance....................................................45
12.12 Local Legal Compliance.........................................45
12.13 Registration Compliance........................................45
12.14 Other Compliance...............................................46
12.15 Further Assurances.............................................46
12.16 Maintenance and Amenities......................................46
12.17 Loan Costs.....................................................46
12.18 Indemnification of Lender......................................46
12.19 Use of Borrower's Name.........................................48
12.20 Right to Provide Future Financing..............................48
12.21 Inspector......................................................48
12.22 Sales and Marketing...........................................49
12.23 Project Contracts.............................................49
12.24 Consents.......................................................49
12.25 Engineering Survey............................................49
12.26 Intentionally Omitted.........................................49
12.27 Exchange Company..............................................49
12.28 Intentionally Omitted.........................................50
12.29 One to One Ratio Compliance...................................50

13. Reporting Requirements....................................................50

13.1 Intentionally Omitted...........................................50
13.2 Quarterly Financial Reports.....................................50
13.3 Annual Financial Reports of Guarantors..........................50
13.4 Officer's Certificate...........................................50
13.5 Audit Reports...................................................51

13.6 Sales Reports...................................................51
13.7 Association Reports.............................................51
13.8 Notice of Default or Event of Default...........................51
13.9 Notice of Claimed Default.......................................51
13.10 Material Adverse Developments..................................51
13.11 Other Information..............................................52

14. Negative Covenants........................................................52

14.1 Organization....................................................52
14.2 Operating Contracts.............................................52
14.3 Limitation on Other Debt/Further Encumbrances...................52
14.4. Intentionally Omitted..........................................52
14.5 Amendment of Declarations, Etc..................................52
14.6 Ownership.......................................................52
14.7 Other Liens or Assignments......................................53
14.8 Merger, Etc.....................................................53
14.9 Use of Lender's Name............................................53
14.10 Transactions with Affiliates...................................53
14.11 Name or Address Change.........................................53
14.12. Intentionally Omitted........................................53
14.13 Distributions..................................................53
14.14. Intentionally Omitted........................................54
14.15 Intentionally Omitted.........................................54
14.16 Restrictions on Transfers......................................54
14.17 Restrictive Covenants..........................................54
14.18. Intentionally Omitted........................................54
14.19. Intentionally Omitted........................................54
14.20 Intentionally Omitted.........................................54
14.21 Amenities......................................................54
14.22 Changes in Accounting.........................................54
14.23 Club Reservation System.......................................55

15. Affiliate Indebtedness....................................................55

16. Financial Covenants.......................................................55

16.1 Minimum Tangible Net Worth......................................55
16.2 Minimum Debt to Tangible Net Worth Ratio.......................56

17. Conditions of and Documents to be Delivered at the Closing................56

17.1 Loan Documents..................................................56
17.2 Opinions of Counsel.............................................56
17.3 Project Documents...............................................56
17.4 Association Documents...........................................56
17.5 Obligors' Documents.............................................56
17.6 Good Standing Certificates......................................57
17.7 Insurance.......................................................57

17.8 Flood Insurance.................................................57
17.9 Authorizing Resolutions.........................................57
17.10 UCC-1 Financing Statements.....................................57
17.11 UCC-1 Search Report............................................57
17.12 Releases.......................................................57
17.13 Closing Certificates...........................................58
17.14 Compliance.....................................................58
17.15 Borrower's Certificate of Indemnity............................58
17.16 Mortgagee Title Insurance Commitment and Policy................58
17.17 Taxes and Assessments..........................................59
17.18 Preclosing Inspections.........................................59
17.19 Expenses.......................................................59
17.20 14.12. Intentionally Omitted.............................59
17.21 Intentionally Omitted..........................................59
17.22 Permits and Approvals..........................................59
17.23 Project Contracts..............................................59
17.24 Compliance with Planning and Zoning............................59
17.25 Project Broker.................................................59
17.26 Escrow Agreements..............................................60
17.27 Credit References..............................................60
17.28 Acquisition Equity.............................................60
17.29 Post-Closing Requirements......................................60
17.30 Other..........................................................60

18. Conditions to Lender's Obligation to Make Construction Advances...........60

18.1 Documents.......................................................60
18.2 Representations and Warranties..................................60
18.3 Covenants.......................................................61
18.4 No Default......................................................61
18.5 Request for Construction Advance................................61
18.6 Soft Costs......................................................61
18.7 Other Agreements................................................62
18.8 Construction Documents..........................................62
18.9 Contractor's Insurance..........................................62
18.10 Intentionally Omitted..........................................62
18.11 Intentionally Omitted..........................................62
18.12 Certificates of Substantial Completion.........................62
18.13 Compliance.....................................................62
18.14 Lien Waivers, etc..............................................62
18.15 Title Policy Endorsements......................................63
18.16 Fees and Expenses..............................................63
18.17 Permits and Approvals..........................................63
18.18 Lender's Mortgage..............................................63
18.19 Completion of Work.............................................63
18.20 Additional Equity.............................................63

18.21 Advances Do Not Constitute a Waiver............................63
18.22 No Obligation to Fund After Filed Liens........................63
18.23 Stored Goods...................................................64
18.24 Other..........................................................64

19. Default; Remedies........................................................64

19.1 Payments........................................................64
19.2 Covenant Defaults...............................................64
19.3 Warranties or Representations...................................64
19.4 Enforceability of Liens.........................................65
19.5 Involuntary Proceedings.........................................65
19.6 Proceedings.....................................................65
19.7 Attachment; Judgment; Tax Liens.................................65
19.8 Intentionally Omitted...........................................65
19.9 Removal of Collateral...........................................65
19.10. Intentionally Omitted.........................................65
19.11 Default of Guarantor..........................................66
19.12 Merger or Dissolution..........................................66
19.13 Default by Borrower or Guarantor Under Other Agreements........66
19.14 Loss of License................................................66
19.15 Suspension of Sales............................................66
19.16 Violation of Negative Covenants................................66
19.17 Deficiency.....................................................66
19.18 Abandonment or Cessation of Construction.......................66
19.19 Lien Against Development Parcel................................66
19.20 Unauthorized Work..............................................67
19.21 Breach.........................................................67
19.22 Criminal Proceedings...........................................67
19.23 Intentionally Omitted..........................................67
19.24 Intentionally Omitted..........................................67
19.25 Intentionally Omitted..........................................67
19.26 Bonding Requirements...........................................67
19.27 Intentionally Omitted..........................................67
19.28 Fraud..........................................................67
19.29 Intentionally Omitted..........................................67
19.30 Insolvency.....................................................67
19.31 Encroachments and Permits......................................67
19.32 Material Adverse Change........................................68
19.33 Cessation of Business..........................................68

20. Termination of Obligation to Advance/Remedies............................68

20.1 Termination of Obligation to Advance............................68
20.2 Remedies........................................................68
20.3 Notice of Sale of Personal Property Collateral..................73
20.4 Application of Collateral; Termination of Agreements............74

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20.5 Suits to Protect the Development Parcel.........................74
20.6 Rights of Lender Regarding Collateral...........................74
20.7 Waiver of Appraisement Valuation, Stay, Extension
and Redemption Laws.............................................75
20.8 Delegation of Duties and Rights.................................75
20.9 Lender Not in Control...........................................75
20.10 Waivers........................................................75
20.11 Cumulative Rights..............................................77
20.12 Expenditures by Lender.........................................77
20.13 Diminution in Value of Collateral..............................77
20.14 Discontinuance of Proceedings..................................77

21. Partial Releases; Other Releases..........................................77

22. Certain Rights of Lender..................................................78

22.1 Protection of Collateral........................................78
22.2 Performance by Lender...........................................79
22.3 No Liability of Lender..........................................79
22.4 Right to Defend Action Affecting Security.......................79
22.5 Indemnities, Loan Costs and Expenses............................79
22.6 Lender's Right of Set-Off.......................................79
22.7 No Waiver.......................................................80
22.8 Right of Lender to Extend Time of Payment, Substitute,
Release Security, Etc...........................................80
22.9 Assignment of Lender's Interest.................................80
22.10 Power of Attorney..............................................81
22.11 Relief from Automatic Stay, Etc................................81
22.12 Investigations and Inquiries...................................81

23. Miscellaneous............................................................82

23.1 Notices.........................................................82
23.2 Term of Agreement...............................................83
23.3 Survival........................................................83
23.4 Continuation and Investigation..................................83
23.5 Governing Law; Consent to Jurisdiction..........................83
23.6 Invalid Provisions..............................................84
23.7 Successors and Assigns..........................................84
23.8 Amendment.......................................................85
23.9 Counterparts; Effectiveness; Facsimile..........................85
23.10 Lender Not Fiduciary...........................................85
23.11 Total Agreement................................................85
23.12 Consents, Approvals and Discretion.............................85
23.13 Litigation.....................................................85
23.14 Submissions....................................................86
23.15 Incorporation of Exhibits......................................86

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23.16 Consent to Advertising and Publicity of Documents..............86
23.17 Control of Association.........................................87
23.18 Directly or Indirectly.........................................87
23.19 Savings Clause.................................................87
23.20 Reimbursement for Taxes........................................87
23.21 Headings.......................................................87
23.22 Gender.........................................................87
23.23 Time of the Essence............................................88
23.24 Conflict.......................................................88
23.25 Joinder and Consent............................................88

Schedules

Schedule 9.8 - Taxes

Schedule 9.9 - Subsidiaries

Schedule 9.10 - Litigation

Schedule 9.23 - Names and Addresses

Schedule 10.18 - Project Contracts

Schedule 14.7 - Permitted Liens

Schedule 21 - Form of Partial Release

TABLE OF EXHIBITS

EXHIBIT A-1 LEGAL DESCRIPTION OF PHASE 2 LAND

EXHIBIT A-2 LEGAL DESCRIPTION OF EXISTING UNITS

EXHIBIT B INTENTIONALLY OMITTED

EXHIBIT C FORM OF REQUEST FOR CONSTRUCTION COMPONENT ADVANCE

EXHIBIT D APPROVED SITE PLAN

EXHIBIT E PHASE 2 COST CERTIFICATE

EXHIBIT F FORM OF OFFICER'S CERTIFICATE

CONSTRUCTION LOAN AND SECURITY AGREEMENT

THIS CONSTRUCTION LOAN AND SECURITY AGREEMENT is made effective as of
March ____, 2007 by and among TEXTRON FINANCIAL CORPORATION, a Delaware
corporation ("Lender"), BLUEGREEN VACATIONS UNLIMITED, INC., a Florida
corporation ("Borrower"), and BLUEGREEN CORPORATION, a Massachusetts corporation
("Guarantor").

NOW THEREFORE, in consideration of the mutual covenants and agreements
contained in this Agreement, and for other good and valuable consideration, the
receipt and adequacy of which are acknowledged, the parties to this Agreement,
intending to be legally bound, hereby agree as follows:

1. Definitions and Construction.

1.1. Definitions. The following words and phrases as used in
capitalized form in this Agreement, whether in the singular or plural, shall
have the meanings indicated:

Advance or Construction Advance means an advance of the proceeds of
the Loan by Lender to or on behalf of Borrower in accordance with the terms of
this Agreement.

Affiliate means any Person: (a) which directly or indirectly
controls, or is controlled by, or is under common control with such Person; (b)
which directly or indirectly beneficially owns or holds five percent (5%) or
more of the voting stock of such Person; or (c) for which five percent (5%) or
more of the voting stock of which is directly or indirectly beneficially owned
or held by such Person; provided, however, that under no circumstances shall
Borrower or Guarantor be deemed an Affiliate of any 5% or greater shareholder of
Guarantor or any Affiliate of such shareholder who is not a Direct Affiliate (as
defined herein) of Guarantor, nor shall any such shareholder be deemed to be an
Affiliate of Borrower or Guarantor. The term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of a Person, whether through the ownership of voting
securities, by contract or otherwise. For purposes of this definition, any
entity included in the same GAAP consolidated financial statements as Guarantor
shall be an Affiliate of Guarantor (a "Direct Affiliate").

Affiliate Indebtedness means all present and future indebtedness or
obligations owed by Borrower to Guarantor or to any Affiliate of Borrower or
Guarantor.

Agreement means this Construction Loan and Security Agreement, as
amended, restated, extended or supplemented from time to time.

Agreement to Provide Insurance means the Agreement to Provide
Insurance dated as of the date hereof between Borrower and Lender, as amended,

restated, extended or supplemented from time to time.

Amenities means the recreational, access and utility facilities to
be included as part of or to benefit the Project, including, without limitation,
the such amenities may be further described in the Declarations, and Public
Report.

Amenities Agreements means collectively, each existing and future
agreement, including without limitation, the Ingress and Egress Easement
Agreement and the Declarations, which grant to the Borrower and to the owners of
Units or Timeshare Interests at the Project the right to use the Amenities and
which provides for certain easements, access and use rights and for the delivery
of certain services at the Project or to Borrower or if applicable, to the
Owners of Timeshare Interests, as such agreements may be amended, restated,
extended or supplemented from time to time, and any new amenities agreements.

Applicable Mechanics Lien Law means any statute, ordinance, rule or
other law of the State or any governmental subdivision thereof, pertaining to
the perfection and/or priority of the rights of mechanics', materialmen's or
other contractors' claimants.

Approved Costs means the costs disclosed in the final Phase 2 Cost
Certificate, approved by Lender.

Architect means Forum Architecture & Interior Design, Inc. and any
replacement architect for the Work approved by Lender.

Architect's Contract has the meaning set forth in Section 11.4.

As-Built Survey has the meaning set forth in Section 8.5(f).

Assignment of Construction Contract means that certain Assignment of
Construction Contract from Borrower in favor of Lender pursuant to which
Borrower assigns its rights but not its obligations under the Construction
Contract to Lender.

Assignment of Property Rights means that certain first priority
Assignment of Property Rights made by Borrower in favor of Lender evidencing the
collateral assignment to Lender of all property rights related to the Mortgaged
Property.

Association means Grande Villas at World Golf Village Condominium
Association, Inc., a Florida not-for-profit corporation, together with its
successors or assigns.

Borrower means Bluegreen Vacations Unlimited, Inc., a Florida
corporation.

Business Day means each day which is not a Saturday or Sunday or a
legal holiday under the laws of the State of Connecticut, the State of Rhode
Island, the State of Florida or the United States.

Closing means the closing of the transactions contemplated under

this Agreement.

Closing Date means the effective date of this Agreement set forth in
the heading of this Agreement.

Club means the Bluegreen Vacation Club Multi-Site Timeshare Plan and
its component site resorts; the Club is not a legal entity or association of any
kind.

Club Documents means the Bluegreen Vacation Club multi-site public
offering statement and its exhibits as amended from time to time as filed in
Florida with the Division.

Code means the Uniform Commercial Code in force in the State of
Florida, as amended from time to time.

Collateral has the meaning set forth in Section 7.1.

Commencement Date means on or before January 1, 2007 for Phase 2
Work.

Commercial Leases has the meaning set forth in Section 7.1(e).

Commitment means the Letter of Intent issued by Lender to Borrower
dated July 14, 2006 and accepted on August 7, 2006.

Completion of the Work means one hundred percent (100%) finished
construction of the Work (not Substantial Completion) for Phase 2 in accordance
with the Specifications for such Phase, certified to Lender by the Inspector,
Borrower and Contractor.

Condominium Act means the "Florida Condominium Act", Chapter 718,
Florida Statutes, as it is amended from time to time.

Condominium Plan means the Condominium Plan for the Project.

Construction Contract has the meaning set forth in Section 11.3.

Construction Advance Period means the period of time commencing on
the Closing Date and ending on August 31, 2007, unless sooner terminated
hereunder.

Contractor means the general contractor(s) selected by Borrower and
approved by Lender for any of the applicable Work, and any replacement general
contractor approved by Lender.

Debtor Relief Laws means all applicable liquidation,
conservatorship, bankruptcy, moratorium, rearrangement, insolvency,
reorganization or similar law, proceeding or device providing for the relief of
debtors from time to time in effect and generally affecting the rights of
creditors.

Declarations means, collectively, the Northwest Commercial
Declaration, the Northwest Master Declaration and the Timeshare Declaration.

Default Rate has the meaning set forth in Section 4.2.

Disbursement Agent has the meaning set forth in Section 8.2.

Division means the Division of Land Sales, Condominiums and Mobile
Homes of the Department of Business and Professional Regulation for the State of
Florida.

Environmental Agreement means that certain Environmental Agreement
of even date herewith between Borrower and Lender as amended, restated, extended
or supplemented from time to time, and any new environmental agreement executed
in its place.

Environmental Laws has the meaning set forth in the Environmental
Agreement.

Event of Default means any Event of Default described in Section 19.

Existing Units means the presently constructed seventy-two (72)
condominium units and land upon which they have been constructed and related
common elements and amenities, subject to the Declarations, as more particularly
described on Exhibit "A-2" attached hereto.

GAAP means generally acceptable accounting principles in the United
States, applied on a consistent basis, as described in Opinions of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and/or in statements of the Financial Accounting Standards Board
which are applicable in the circumstances as of the date in question.

Governing Documents means the certificate or articles of
incorporation or formation, by-laws, partnership agreement, joint venture
agreement, trust agreement, operating agreement or other organizational or
governing documents of any Person.

Governmental Agency shall have the meaning set forth in Section
12.18.

Guarantor means Bluegreen Corporation, a Massachusetts corporation,
its successors and assigns.

Guaranty means each guaranty, surety agreement, guaranty and
suretyship agreement and/or other similar agreement executed by the Guarantor in
favor of Lender pursuant to which the Guarantor agrees to act as a guarantor for
the Obligations and any amendment, restatement, extension or supplement thereto
and any new guaranty or similar agreement given in substitution or replacement
therefor and any new guaranty or surety agreement by any other Person with
respect to all or any part of the Obligations.

Hazardous Materials has the meaning set forth in the Environmental
Agreement.

Incipient Default means any condition or event which, after notice
or lapse of time or both, would constitute an Event of Default under this
Agreement.

Ingress and Egress Easement Agreement means that certain Ingress and
Egress Easement Agreement between World Golf Village, Inc. and Vistana WGV,
Ltd., as recorded in the Public Records of St. ▇▇▇▇▇ County, Florida, as
amended, restated, extended or supplemented from time to time.

Inspector has the meaning set forth in Section 12.21.

Lease Income has the meaning set forth in Section 7.1(f).

Legal Requirements means all federal, state and local ordinances,
laws, regulations, orders, judgments, decrees, determinations and other legal
restrictions governing the Project, the Borrower, the Guarantor or their
business or operations.

Lender means Textron Financial Corporation, a Delaware corporation,
its successors and assigns.

Lender's Mortgage or Mortgage means that certain first priority
Mortgage, Assignment of Rents and Security Agreement executed as of the date
hereof from the Borrower, as mortgagor, in favor of the Lender, as mortgagee,
encumbering the Mortgaged Property, as amended, restated, extended or
supplemented from time to time.

Loan means the revolving construction loan facility in an amount up
to $12,500,000 to be extended by Lender to Borrower pursuant to this Agreement.

Loan Account has the meaning set forth in Section 3.2.

Loan Costs means all reasonable costs, expenses and fees incurred by
Lender in connection with the Loan, including without limitation, those related
to negotiating, preparing, documenting, closing and enforcing this Agreement and
all other Loan Documents including, but not limited to:

(a) the cost of preparing, reproducing and binding this Agreement, the
other Loan Documents and all exhibits and schedules thereto;

(b) the legal fees, expenses and disbursements of Lender's counsel;

(c) Lender's out-of-pocket expenses (including fees and expenses of the
Lender's counsel) relating to any Advances, amendments, waivers or consents;

(d) all other fees and expenses (including fees and expenses of the
Lender's counsel) relating to any Advances, amendments, waivers or consents;

(e) all costs, outlays, legal fees and expenses of every kind and
character had or incurred in (1) the interpretation or enforcement of any of the
provisions of, or the creation, preservation or exercise of rights and remedies
under, any of the Loan Documents including the costs of appeal (2) the
preparation for,

negotiations regarding, consultations concerning, or the defense or prosecution
of legal proceedings involving any claim or claims made or threatened against
the Lender arising out of this transaction or the protection of the Collateral
securing the Loan or Advances made hereunder, expressly including, without
limitation, the defense by Lender of any legal proceedings instituted or
threatened by any Person to seek to recover or set aside any payment or setoff
theretofore, received or applied by the Lender with respect to the Obligations,
and any and all appeals thereof; and (3) the advancement of any expenses
provided for under any of the Loan Documents;

(f) all fees and expenses relating to any escrow by the Title Company or
any other escrow agent;

(g) all costs and expenses incurred by Lender under the Loan and all late
charges under the Loan;

(h) all real and personal property taxes and assessments, documentary
stamp and intangible taxes, sales taxes, recording fees, title insurance
premiums and other title charges, document copying, transmittal and binding
costs, appraisal fees, lien, judgment and litigation search costs, fees of
architects, engineers, environmental consultants, surveyors and any special
consultants, construction inspection fees, brokers fees, escrow fees, wire
transfer fees, and all out-of-pocket expenses of Lender to conduct inspections
or audits. Without limitation of the foregoing, Borrower shall pay the costs of
UCC and other searches, UCC and other Loan Document recording fees and
applicable taxes, and premiums on each title insurance policy delivered to
Lender pursuant to this Agreement; and

(i) all reasonable costs and expenses of Lender related to any meetings
with Obligors or other Persons related to the transactions contemplated
hereunder, audits or inspections of Obligors or the Project including without
limitation travel expenses.

Loan Documents means the Commitment, this Agreement, the Note, the
Guaranty, the Lender's Mortgage, the Assignment of Property Rights, the
Assignment of Construction Contract, any document evidencing any assignment or
security interest described in Section 7.1, the Environmental Agreement, and all
documents now or hereafter executed in connection with the Loans or securing the
Obligations

Loan Maturity Date means September 30, 2009.

Management Agreement means the Management Agreement between the
Association and the Manager for the management of the Project, as amended,
restated, extended or supplemented from time to time, and any new management
agreement executed in its place, all of which agreements (other than
non-material revisions) must be in form and content reasonably approved by

Lender.

Manager means Bluegreen Resorts Management, Inc., a Delaware
corporation, and any replacement manager for the Project approved by Lender.

Master Declaration means that certain Master Declaration of
Covenants, Conditions and Restrictions dated as of August 25, 1998 and recorded
in the Public Records of St. ▇▇▇▇▇ County, Florida, in Book 1345, Page 1586, on
September 3, 1998, as amended, restated, extended or supplemented from time to
time.

Master Property means the real property and existing or future
improvements and amenities more particularly described in Exhibit "A" to the
Master Declaration.

Maximum Loan Amount means $12,500,000, as further described in
Section 2.3 and subject to the restrictions set forth in Section 2.4.

Mortgaged Property has the meaning set forth in Section 7.1(a).

Northwest Commercial Declaration means that certain Declaration of
Covenants and Restrictions for Saint ▇▇▇▇▇ Northwest Commercial, dated as of
July 24, 1996, and recorded in the Public Records of St. ▇▇▇▇▇ County, Florida,
in Book 1185, Page 649, as amended, restated, extended or supplemented from time
to time.

Northwest Master Declaration means that certain Declaration of
Covenants and Restrictions for Saint ▇▇▇▇▇ - Northwest Master, dated as of July
24, 1996, and recorded in the Public Records of St. ▇▇▇▇▇ County, Florida, in
Book 1185, Page 598, as amended, restated, extended or supplemented from time to
time.

Note means that certain Secured Promissory Note dated as the date
hereof, payable to the order of Lender further evidencing the Borrower's
obligation to repay the Loan and all interest thereon as amended, restated,
extended or supplemented from time to time.

Obligations means all payment and performance obligations and
liabilities of each Obligor to Lender as evidenced by the Note or otherwise owed
pursuant to the Loan Documents of every kind, nature and description, direct or
indirect, absolute or contingent, due or to become due, contractual or tortious,
liquidated or unliquidated, regardless of how such obligations or liabilities
arise, including without limitation, the obligation of Borrower to pay (a) the
principal of, premium, if any, on and interest on the Loan; and (b) all fees,
costs, expenses, indemnities, obligations and liabilities of each Obligor owing
at any time to Lender under or in respect of this Agreement and each of the
other Loan Documents.

Obligor means Borrower and Guarantor, individually.

Obligors means Borrower and Guarantor, collectively.

One to One Ratio shall have the meaning set forth in Section 10.23.

Owner or Owners means a Purchaser or Purchasers of a Timeshare
Interest, the successive owner or owners of each Timeshare Interest so conveyed,
and the Borrower with respect to Timeshare Interests not so conveyed.

Permitted Liens or Permitted Exceptions shall have the meanings set
forth in Section 14.7 and Section 9.5, respectively.

Person means an individual, a government or any agency or
subdivision thereof, a corporation, partnership, trust, unincorporated
organization, association, joint stock company, limited liability company or
other legal entity.

Phase 1 means the Existing Units within the two buildings (numbered
3 and 4) and related facilities which make up a portion of Phase 1 of the
Project.

Phase 2 means the contemplated sixty (60) purpose-built Units in two
buildings (numbered 5 and 6) and related facilities to be constructed as part of
Phase 2 of the Project.

Phase 2 Completion Date with respect to the Work means the earlier
to occur of (a) the date of Completion of the Work for Phase 2 or (b) August 31,
2007 with respect to ▇▇▇▇▇ ▇.

▇▇▇▇▇ 2 Cost Certificate shall have the meaning set forth in Section
11.2.

Phase 2 Land means the land upon which the improvements to Phase 2
are being constructed, as more particularly described in Exhibit "A-1" attached
hereto.

Phase 2 Total Budget shall have the meaning set forth in Section
11.10.

Phase 2 Work means the construction of sixty (60) purpose-built
timeshare Units within Phase 2 of the Project and related facilities and the
installation of the site development, landscaping, infrastructure, fixtures,
furnishings and soft costs related thereto as shown as costs on the Phase 2
Total Budget and being performed by the Contractor, as further described in the
applicable Specifications for ▇▇▇▇▇ ▇.

▇▇▇▇▇ means individually, Phase 1 or Phase 2.

Phases mean collectively, Phase 1 or Phase 2.

Project means collectively, the Existing Units, the Phase 2 Land,
and all associated Amenities owned by Borrower. The Project presently consists
of Phase 1, and it is contemplated that Phase 2, will be constructed on the
Phase

2 Land.

Project Contracts means each of the agreements listed on Schedule
10.18 and all other existing and future agreements relating to the development,
operation, common areas, management, marketing, sales and maintenance of the
Mortgaged Property, to the extent the amount to be performed after the date
hereof exceeds $50,000 per contract or agreement.

Project Documents has the meaning set forth in Section 17.3.

Public Records means the public records of St. ▇▇▇▇▇ County in and
for the State of Florida.

Public Report means collectively, the public offering statement for
the Project and the approvals or registrations for the Project, in the
jurisdiction in which the Project is located and in each other jurisdiction in
which sales of Timeshare Interests are made or the Project is otherwise required
to be registered.

Purchaser means a bona fide third-party purchaser for value (whether
one or more persons) who has purchased one or more Timeshare Interests from
Borrower.

Release Payment means each Release Payment as defined in Section
6.1(b)(ii).

Release Payments mean all Release Payments as defined in Section
6.1(b)(ii).

Released Property has the meaning set forth in Section 21.

Request for Construction Advance means a Request or Requests for
Construction Advance as described in Section 2.6.

Retainage Disbursement Requirements shall have the meaning set forth
in Section 8.5.

Reservation System means collectively, the method, arrangement or
procedure including any computer network and software employed for the purpose
of enabling or facilitating the operation of the system which enables each
Purchaser or Club member to utilize his or her right to reserve a use period in
a Club resort including the Project in accordance with the provisions and
conditions set forth in the Club Documents and a Unit at the Project in
accordance with the Project Documents in the event the Reservation System for
the Club is not operational at any time for whatever reason.

Site Plan has the meaning set forth in Section 10.20.

Special Assessment Agreement means that certain Special Assessment
Agreement that provides for construction of a convention center to be located in
the World Golf Village development, dated as of July 24, 2006, and recorded in
the Public Records of St. ▇▇▇▇▇ County, Florida, in Book 1185

Page 1907 on July 24, 2006, as amended, restated, extended or supplemented from
time to time.

Specifications means collectively, the final plans and
specifications for the Work to be performed on Phase 2 of the Project as
submitted to and approved by Lender, and all amendments, modifications and
supplements thereto and all new plans and specifications with respect thereto,
all of which are subject to the prior approval of Lender. The Work for Phase 2
shall require separate Specifications which are applicable only to Phase 2, as
distinguished from the other Phases, and which are approved by Lender.

State means the State of Florida.

Subordination Agreement means any agreement subordinating the
obligations owed by an Obligor to a creditor, to the Obligations owed by such
Obligor to Lender as required pursuant to Section 15.

Substantial Completion shall occur when Lender obtains a certificate
of completion executed by the Contractor and approved by the Inspector stating
that the applicable Work for Phase 2 is substantially complete, subject only to
a "punch list" designating any minor incomplete Work or other performance
remaining to be done under the Construction Contract to accomplish Completion of
the Work and stating the sums necessary to accomplish Completion of the Work.

Survey has the meaning set forth in Section 10.19.

Tenant Leases has the meaning set forth in Section 7.1(d).

Timeshare Act means the "Florida Vacation Plan and Timeshare Act"
Chapter 721, Florida Statutes (2006, as amended).

Timeshare Declaration means that certain Declaration of Condominium
for Grande Villas at World Golf Village, a Condominium, a Bluegreen Vacation
Club Resort, dated as of January 7, 2004, and recorded at Book 2126, Page 1051,
on January 23, 2004, in the Public Records of St. ▇▇▇▇▇ County, Florida, as it
may be amended, restated or supplemented from time to time.

Timeshare Interest means a real property interest established
pursuant to F.S. Chapter 721; TO WIT: a right to occupy a timeshare unit,
coupled with a freehold estate or an estate for years with a future interest in
a timeshare property or a specified portion thereof; more specifically,
Timeshare Interest means a timeshare concept whereby Units and the share of the
common elements assigned to the Units are conveyed for a period of time, the
purchaser receiving a stated time period for a period of years; together with,
at 12:00 noon on the first Saturday in the year 2073, a remainder over in fee
simple as tenant in common with all other Purchasers of Timeshare Interest in
such Units, in that percentage interest determined and established by the
Timeshare Declaration. The term shall also mean an interest in a Unit pursuant
to section 718.103(22),

Florida Statutes. Reference to a Timeshare Interest shall include the Timeshare
Interest and its appurtenant timeshare period, which consists of the period or
periods of time when a Purchaser is afforded the opportunity to use
accommodations or facilities of the timeshare plan.

Timeshare Loans means the loans granted by Borrower to Purchasers of
Timeshare Interests to finance the acquisition thereof by Purchasers of
Timeshare Interests.

Title Company means an American Land Title Association company
selected by Borrower and approved by Lender which is authorized and duly
licensed to carry on a title insurance business in the State in which the
Project is located. The Title Company currently used by Borrower is First
American Title Insurance Company.

Title Policy ALTA extended coverage mortgagee's loan policy of title
insurance issued by the Title Company and complying with the provisions of
Section 17.16.

Trust Agreement means that certain Bluegreen Vacation Club Amended
and Restated Trust Agreement dated as of May 18, 1994, as it may be amended from
time to time.

Unit(s) means collectively, the sixty (60) purpose-built Units to be
constructed as part of Phase 2, which Units shall be committed to the Vacation
Timesharing Plan in accordance with the provisions of the Timeshare Declaration.

Vacation Timesharing Plan means the vacation timesharing regime
created pursuant to the Timeshare Act to which Units in Phase 1 are subject and
to which Units in Phase 2 shall be subject and pursuant to which a Purchaser
receives by deed a Timeshare Interest, subject to the Timeshare Declaration.

Work means the Phase 2 Work being performed on by the Contractor, as
more further described in the applicable Specifications for ▇▇▇▇▇ ▇.

▇▇▇ Prime Rate means the rate of interest published in the Wall
Street Journal (Eastern Edition) under the designation "Money Rates" and
described as "Prime Rate" or "Base Rate on Corporate Loans at Large U.S. Money
Center Commercial Banks." If the rate so published is shown as a range of rates,
Lender will use the highest rate in such range as the WSJ Prime Rate. If such
rate is no longer published or available, Lender will choose a comparable
substitute rate based upon a national index, selected by Lender in its
discretion.

1.2. Construction. Unless the context of this Agreement clearly
requires otherwise, references to the plural include the singular, references to
the singular include the plural, the term "including" is not limiting, and the
term "or" has, except where otherwise indicated, the inclusive meaning
represented by the phrase "and/or." The words "hereof," "herein," "hereby,"
"hereunder," and similar terms in this Agreement refer to this Agreement as a
whole and not to any

particular provision of this Agreement. An Event of Default shall "continue" or
be "continuing" until such Event of Default has been waived in writing by Lender
or cured and the cure accepted by Lender. Section, Subsection, clause, schedule,
and exhibit references are to sections, subsections, clauses, schedules and
exhibits in this Agreement unless otherwise specified. Any reference in this
Agreement or in the Loan Documents to this Agreement, any of the Loan Documents
or any other document or agreement shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions,
supplements, and restatements thereto and thereof, as applicable.

1.3. Schedules and Exhibits. All of the schedules and exhibits
attached to this Agreement, as they may from time to time be amended or
restated, shall be deemed incorporated herein by reference.

1.4. Accounting Principles. Where the character or amount of any
asset or liability or item of income or expense is required to be determined or
any consolidation or other accounting computation is required to be made for the
purposes of this Agreement, the same shall be determined or made in accordance
with GAAP consistently applied at the time in effect, to the extent applicable,
except where such principles are inconsistent with the requirements of this
Agreement.

2. The Loan.

2.1. General. The Loan is a construction loan. Subject to other
provisions, conditions and restrictions set forth in this Agreement, the
outstanding principal balance of the Loan shall at no time exceed the Maximum
Loan Amount.

2.2. Intentionally Omitted .

2.3. Construction Loan. Subject to the other provisions and
conditions of this Agreement, Lender agrees, from time to time during the
Construction Advance Period, to make Construction Advances to the Borrower on a
revolving basis in an aggregate principal amount not to exceed $12,500,000 at
any one time (the "Maximum Loan Amount"). The Construction Advance proceeds
shall be disbursed to reimburse Borrower for the Approved Costs for the Work.

2.4. Advances.

(a) Intentionally Omitted.

(b) Revolving Credit Under Construction Loan. This Agreement
contemplates an extension of credit to Borrower on a revolving basis for the
Loan not to exceed the Maximum Loan Amount at any time during the term of the
Loan.

(c) Restrictions on Construction Advances. Lender shall have
no obligation to make an Advance under the Loan: (i) more often than once during
any calendar month, (ii) in an amount not less than $50,000 for each Advance,
(iii) pursuant to a Request for Construction Advance received after the
expiration of the Construction Advance Period, or (iv) after the occurrence of
an Incipient Default or an Event of Default.

(d) Additional Restrictions on Advances. Notwithstanding
anything to the contrary contained in Section 2, Lender shall have no obligation
to make any Advance under the Loan which would cause the aggregate outstanding
balance under the Loan to exceed (i) $12,500,000; or (ii) 85% of the verifiable
costs to acquire Phase 2, costs of the Work performed and pay related costs, all
as approved by Lender.

2.5. Intentionally Omitted.

2.6. Requests for Construction Advance. Except for Advances to pay
Loan Costs and other obligations of Borrower under the Loan Documents, each
Construction Advance shall be made pursuant to a Request for Construction
Advance submitted to Lender in the form attached as Exhibit C, with appropriate
insertions and duly executed, together with all required supporting
documentation. Each Request for Construction Advance must be submitted to Lender
at least ten (10) Business Days prior to the date the Construction Advance is
requested to be made.

2.7. Amounts in Excess of Maximum Loan Amount. Lender shall have the
right, but not the obligation, to fund amounts in excess of the Maximum Loan
Amount from time to time to pay accrued and unpaid interest, to complete
construction of the Work, or to correct or cure any Event of Default. Obligors
agree that the correcting or curing by Lender of an Event of Default shall not
cure the Event of Default under this Agreement. Such excess amounts funded shall
be deemed evidenced by the Note to the fullest extent possible and then by this
Agreement, shall bear interest at the applicable Default Rate set forth in
Section 4.2 and shall also be secured by the Collateral, the Lender's Mortgage,
the Guaranty, and all other security and collateral for the Loan. Borrower
hereby agrees to execute additional notes, mortgages, and other additional Loan
Documents, and modifications thereto, promptly upon request by Lender, in favor
of Lender, evidencing and securing amounts funded in excess of the Maximum Loan
Amount.

2.8. Use of Proceeds. Advances under the Loan will be used by
Borrower solely for the purposes described in Section 2.3.

2.9. Closing. The Closing under this Agreement shall take place
effective as of the Closing Date at such place as Lender may require, provided
that all conditions for Closing have been satisfied.

2.10. Maximum Relationship Amount. The maximum amount outstanding
under this Loan combined with the maximum amount outstanding under all loans to
Borrower, Guarantor and Affiliates of Borrower and Guarantor from Lender shall
not exceed $30,000,000.

3. Loan Documents and Loan Account.

3.1. Loan Documents. All Loan Documents shall be satisfactory in
form and substance to Lender and Lender's counsel. Borrower's obligation to
repay the Loan shall be evidenced by the Note, and the Note shall be payable
with interest as provided herein. The Lender's Mortgage shall be a lien upon the
Mortgaged Property, subject only to the Permitted Liens.

3.2. Loan Account. Lender will open and maintain on its books a loan
account (the "Loan Account") with respect to Advances made, repayments, the
computation and payment of interest and fees and the computation and final
payment of all other amounts due and sums paid to Lender under this Agreement
and the Loan. Lender shall deliver monthly statements regarding the Loan Account
to Borrower. Except in the case of manifest error in computation, the Loan
Account will be conclusive and binding on Borrower as to the amount at any time
due to Lender from Borrower under this Agreement and the Note as an account
stated, except to the extent that Lender receives a written notice from Borrower
of any specific exceptions of Borrower thereto within thirty (30) days after the
date the applicable Loan Account statement has been received by Obligor.

4. Interest Rate.

4.1. Primary Interest Rate. Until the occurrence of an Event of
Default and after same is cured (if applicable) and the cure accepted by Lender,
interest shall accrue and be payable on the average monthly outstanding
principal balance of the Loan as follows:

(a) From the Closing Date until the first day of the month
following the month during which the Closing Date occurs, at a yearly rate which
is equal to one and one-quarter percent (1.25%) per annum in excess of the WSJ
Prime Rate in effect on the Closing Date, and

(b) On the first day of the second month following the month
during which the Closing Date occurs and on the first day of each month
thereafter, the yearly rate at which interest shall be payable on the unpaid
principal balance of the Loan shall be increased or decreased to a rate which is
equal to one and one-

quarter percent (1.25%) per annum in excess of the WSJ Prime Rate in effect on
such date.

(c) Notwithstanding anything herein or elsewhere to the
contrary the interest rate accruing and payable on the Loan shall not be less
than one and one-quarter percent (1.25%) per annum in excess of the WSJ Prime
Rate in effect at such time.

4.2. Default Rate. From and after the occurrence of an Event of
Default until cured (if applicable) and the cure accepted by Lender, interest
shall accrue and be payable on the unpaid principal balance of the Loan and all
other Obligations under the Loan Documents at a rate (the "Default Rate") which
is four (4) percentage points higher than the rate provided in Section 4.1. Any
judgment obtained for sums due under the Note or other Obligations under the
Loan Documents will accrue interest at the Default Rate until paid. Obligors
acknowledge and agree that the Default Rate is reasonable in light of the
increased risk of collection after occurrence of an Event of Default.

4.3. Calculation of Interest. Interest will accrue as of Lender's
wiring of funds through Lender's receipt of repayment of the Loan. Payment
received by Lender after noon Eastern Time shall not be credited until the next
succeeding Business Day. Interest will be calculated on the basis of a year of
three hundred sixty (360) days and charged upon the actual number of days
elapsed.

4.4. Limitation of Interest to Maximum Lawful Rate. Lender expressly
disclaims any intent to contract for, charge or receive interest in an amount
which exceeds the highest lawful rate. All sums paid or agreed to be paid to
Lender for the use, forbearance or detention of the indebtedness incurred by
Borrower hereunder shall, to the extent permitted by applicable law, be
amortized, prorated, allocated and spread throughout the term of such
indebtedness until payment in full, so that the rate or amount of interest on
account of such indebtedness does not exceed the usury ceiling from time to time
in effect and applicable to the Loan.

5. Fees.

5.1. Loan Fee. Borrower agrees to pay to Lender a loan fee equal to
$12,500,000 which is fully earned by Lender and is due and payable in full upon
execution of this Agreement. Such fee shall not be refundable in whole or in
part, even if the full Maximum Loan Amount is not advanced. Lender acknowledges
receipt of a $10,000 deposit from Borrower which will be applied by Lender to
pay a portion of the loan fee.

5.2. Late Charge. In the event that any payment required under the
Loan (other than the sum due upon maturity or earlier acceleration of the Loan)
is not received by Lender within ten (10) days after the due date, Obligors
shall pay a

late charge equal to five percent (5%) of the total amount of such payment to
defray the expenses incident to handling such delinquent payments, and to
compensate Lender for the harm and damages related to such late payments.
Obligors hereby acknowledge and agree that such late charges are reasonable in
light of the anticipated and the actual harm caused by the late payments, the
difficulties of proof of loss, harm and damages, and the inconvenience and
non-feasibility of Lender otherwise obtaining an adequate remedy.

5.3. General. All of the fees described above are not refundable in
whole or in part even if the full amount of the Loan is not advanced. Lender is
irrevocably authorized to advance the sums necessary to pay all or any portion
of such fees when due and payable to itself from the proceeds of an Advance or
as an Advance under the Loan.

6. Payments.

6.1. General. Borrower agrees punctually to pay or cause to be paid
to the Lender all principal and interest due under the Note or in respect of the
Loan. Borrower shall make the following payments on the Loan:

(a) Interest. Interest only on the outstanding principal
balance of the Loan owed during the prior calendar month shall be payable
monthly on the twentieth (20th) day of each calendar month, commencing on April
20, 2007. The April 20, 2007 interest payment shall include interest accrued
between the Closing Date and March 31, 2007.

(b) Principal.

(i) The entire outstanding principal balance of the Loan,
all accrued and unpaid interest thereon and all other sums due in connection
therewith shall be payable in full, if not earlier paid pursuant to the terms of
this Agreement and of the Loan Documents, on the Loan Maturity Date.

(ii) In addition to all other payments required, upon the
sale (and expiration of any applicable rescission period) of each Timeshare
Interest, Borrower shall make a principal reduction payment on the Loan in an
amount equal to 25% of the sales price per sale of each Timeshare Interest sold
(each, a "Release Payment," and collectively, the "Release Payments"). Each
Release Payment shall be made by the 20th day of the calendar month following
the month of the sale (and expiration of any applicable rescission period) of
the applicable Timeshare Interest. The Release Payment shall be redetermined and
adjusted either to increase or decrease the amount of the Release Payment, as
appropriate, no more often than once at the end of each consecutive three (3)
month period following the execution of this Agreement, as reasonably determined
by Lender so that upon the sale of 85% of the Timeshare Interests in Phase 2,
the Loan will be repaid in full.

(iii) Notwithstanding anything herein or elsewhere to the
contrary, the aggregate principal reduction payments from all sources made with
respect to the Loan must equal the following amounts as of the following dates:

Aggregate Principal
Date Payments
---- --------

March 31, 2008 $2,000,000

September 30, 2008 $4,000,000

March 31, 2009 $8,000,000

Loan Maturity Date Remaining Outstanding Balance

To the extent such payments have not been made as a result of Release
Payments, Borrower shall make such payments from other funds on the applicable
date set forth above.

6.2. Reinstatement of Obligations. Obligors agree that, to the
extent any payment or payments are made on any Obligations and such payment or
payments, or any part thereof, are subsequently invalidated, declared to be
fraudulent or preferential, set aside or are required to be repaid to a trustee,
receiver, or any other Person under any bankruptcy act, state or federal law,
common law or equitable cause, then to the extent of such payment or payments,
the Obligations or part thereof hereunder intended to be satisfied shall be
revived and continued in full force and effect as if said payment or payments
had not been made.

6.3. Prepayment. The Loan may be prepaid without penalty or premium.

6.4. Indemnity. Obligors agree to indemnify Lender against any loss
or expense which Lender sustains or incurs as a consequence of an Event of
Default, including, without limitation, any failure of Obligors to pay when due
(at maturity, by acceleration or otherwise) any principal, interest, fee or any
other amount due under this Agreement or the other Loan Documents. If Lender
sustains or incurs any such loss or expense it will notify Obligors in writing
of the amount determined in good faith by Lender to be necessary to indemnify it
for the loss or expense. Such amount will be due and payable by Obligors to
Lender within five (5) Business Days after receipt by Obligor of a statement
setting forth a brief explanation of and its calculation of such amount, which
statement shall be conclusively deemed correct absent manifest error. Any amount
payable by

Obligors under this Section will bear interest at the Default Rate from the due
date until paid, both before and after judgment.

7. Security; Guaranty.

7.1. Security. The Obligations shall be secured by, and Borrower
hereby grants to Lender a security interest in, all of the following to the
extent of Borrower's right, title and interest therein (collectively, the
"Collateral"):

(a) The Phase 2 Land, the Units and the Timeshare Interests thereon,
together with all improvements, amenities, fixtures, leases, rents, common areas
and common elements, all easements, rights-of-way, privileges and appurtenances
belonging or in any way appertaining thereto or which are encumbered by Lender's
Mortgage (collectively, the "Mortgaged Property").

(b) All existing and future equipment, furnishings, inventory,
supplies, appliances, machinery, plumbing, heating, ventilation, air
conditioning system, and fixtures, accounts, chattel paper, contract rights,
documents, instruments, and general intangibles at any time located at, arising
out of the use of, and/or used in connection with the operation of the Mortgaged
Property, with appropriate non-disturbance language relating to common area
equipment, fixtures and furniture.

(d) All existing and future leases, subleases, licenses,
concessions, entry fees, or other agreements which grant a possessory interest
in and to, or the right to use the Mortgaged Property, or any portion thereof
(collectively, the "Tenant Leases").

(e) All existing and future leases, subleases, licenses,
concessions, entry fees or other agreements which grant a possessory interest in
and to, or the right to use, the commercial space, or any portion of the
Mortgaged Property thereof (the "Commercial Leases").

(f) All of the existing and future rents, revenues, income,
proceeds, royalties, profits and other benefits payable for using, leasing,
licensing, possessing, operating from or in, or otherwise enjoying the Mortgaged
Property pursuant to the Tenant Leases and the Commercial Leases, including,
without limitation, damages received upon the occurrence of a default under any
of the Tenant Leases and the Commercial Leases and all proceeds payable under
any policy of insurance covering loss of rents with respect thereto
(collectively, the "Lease Income"). Borrower shall be entitled to all Lease
Income for working capital purposes unless an Event of Default has occurred.

(g) All other existing and future agreements to which Borrower is or
becomes a party or holds any interest therein and which in any way relate to the
use, occupancy, maintenance or enjoyment of the Mortgaged Property, including,
but not limited to, all Project Contracts, utility contracts, maintenance
agreements, management agreements and service contracts, the Ingress and Egress
Easement Agreement, Special Assessment Agreement, the Declarations, and any
agreement guaranteeing the performance of the obligations contained in any of
the foregoing agreements, all as they relate to the Mortgaged Property.

(h) All books, records, ledger cards, files, correspondence,
computer tapes and disks, as all of the foregoing pertain to the Mortgaged
Property.

(i) All hardware used in the management, sales, construction,
servicing or operation of the Mortgaged Property.

(j) All intellectual property, software and other personal property
related to the Mortgaged Property solely owned by Borrower including, without
limitation to the extent assignable, the naming rights to "Grande Villas at
World Golf Village, a Condominium", and specifically excluding, without
limitation, any such intellectual property, software and personal property owned
by Guarantor or any Affiliate.

(k) To the extent permissible by law, any existing or future
development agreements for the Project.

(l) All existing and future development or construction contracts
between Borrower, Guarantor, and any architect, planner, contractor or
sub-contractor together with payment and performance bonds related to the Work.

(m) Any and all proceeds of the foregoing.

All liens and security interests shall be first priority liens and
security interests. Borrower and Lender hereby agree that this Agreement shall
be deemed to be a security agreement under the Uniform Commercial Codes of the
States of Rhode Island and Florida. Accordingly, in addition to any other rights
and remedies available to the Lender hereunder, Lender shall have all the rights
of a secured party under the Rhode Island and Florida Uniform Commercial Codes.

The above-described liens and security interests shall not be rendered
void by the fact that no Obligations exist as of any particular date, but shall
continue in full force and effect until all Obligations have been fully and
finally paid, performed and satisfied, Lender has no agreement or commitment
outstanding pursuant to which Lender may extend credit to or on behalf of
Borrower and Lender has executed termination statements or releases with respect
thereto.

Notwithstanding the foregoing the Mortgaged Property and Collateral shall
not include the Released Property, the Reservation System or any rights to the
name Bluegreen or Bluegreen Vacation Club or any variation thereof.

7.2. Cross-Default. An Event of Default hereunder shall constitute a
default under any other loan documents between Borrower or Guarantor and Lender
and vice versa.

7.3. Guaranty. The lien free Completion of the Work and the prompt
payment and performance of all Obligations shall be unconditionally and
irrevocably guaranteed by Guarantor.

7.4. Additional Documents and Future Actions. Borrower will, at its
sole cost, take such actions and provide Lender from time to time with such
agreements, financing statements and additional instruments, documents or
information as Lender may in its discretion deem necessary or advisable to
perfect, protect, maintain or enforce the security interests in the Collateral,
to permit Lender to protect or enforce its interest in the Collateral, or to
carry out the terms of the Loan Documents. Borrower hereby authorizes and
appoints Lender and any officer of Lender as its attorney-in-fact, with full
power of substitution, to take such actions as Lender may deem advisable to
protect the Collateral and its interests thereon and its rights hereunder, to
execute on Borrower's behalf and file at Borrower's expense financing
statements, and amendments thereto, in those public offices deemed necessary or
appropriate by Lender to establish, maintain and protect a continuously
perfected security interest in the Collateral, and to execute on Borrower's
behalf such other documents and notices as Lender may deem advisable to protect
the Collateral and its interests therein and its rights hereunder. Such power
being coupled with an interest is irrevocable.

7.5. Location of Collateral. Borrower agrees that all tangible
Collateral which is not delivered to Lender pursuant to this Agreement will
remain, at all times, at Borrower's business location at the Project, and
Borrower may not transfer such Collateral from such premises other than in
connection with the ordinary course of business without the prior written
approval of Lender.

7.6. Insurance and Protection of Collateral. Borrower agrees to
maintain and pay for insurance upon the Mortgaged Property as contemplated by
the Timeshare Declaration as evidenced by the Agreement to Provide Insurance
during the construction of Work at Phase 2.

8. Funding Procedures.

8.1. General. The funding of Advances shall be in accordance with
such procedures as Lender may require, including without limitation,
disbursement through the Title Company or an escrow agent acceptable to Lender
if Lender so requires.

8.2. Disbursement Agent. A disbursement agent for the Loan
acceptable to Lender (the "Disbursement Agent") shall be retained by Lender at
Borrower's reasonable cost and expense. The Disbursement Agent shall review and
verify all Requests for Construction Advance and all other information required
under Section 18 for Construction Advances and all other information deemed
necessary by Lender related to the progress of the Work. Lender and Borrower
agree that the Disbursement Agent at Lender's request shall disburse Advances
directly to Title Company, Contractor or Subcontractors. The Disbursement Agent
may be the Title Company or other person or entity acceptable to Lender or
Lender's personnel. If Lender's personnel act as Disbursement Agent, Borrower
shall still be responsible for all reasonable costs and expenses related
thereto.

8.3. Payment of Bills. Lender shall be under no duty or obligation
to ascertain whether Borrower or the Disbursement Agent has used or will use the
Loan proceeds for the payment of bills incurred by Borrower in connection with
the Work. Payment of all bills for labor and materials in connection with the
Work shall be Borrower's responsibility, and Lender's sole obligation shall be
to advance the proceeds of the Loan subject to, and in accordance with this
Agreement. At no time shall Lender be obligated to disburse funds in excess of
amounts recommended by the Inspector. Borrower is solely responsible for
obtaining any permanent financing, bridge financing, or other financing which
may be necessary to repay the Loan on or prior to the Loan Maturity Date.

8.4. Construction Loan Portion. Loan proceeds for the items and in
the maximum amounts listed on the Phase 2 Cost Certificate shall only be
disbursed at such time as Lender (or the Disbursement Agent, as applicable) has
received a Request for Construction Advance and documents required pursuant to
Section 18 and Borrower has provided Lender (or the Disbursement Agent, as
applicable) with such other information that Lender (or the Disbursement Agent,
as applicable) shall require to evidence that all Work covered by each such
Request for Construction Advance has been completed.

8.5. Retainage; Conditions Precedent to Final Disbursements. Funds
held by Lender as retainage shall be disbursed by Lender upon compliance with
the requirements set forth in this Subsection 8.5 and the requirements for all
other disbursements as set forth above (collectively, the "Retainage
Disbursement Requirements"). The Retainage Disbursement Requirements for the
Work shall include:

(a) Occupancy Permits. Receipt by Lender of a copy of the
final permits and approvals necessary or required from all authorities whose
approval is required for the lawful use, occupancy and operation of Phase 2 of
the Project after completion of the Work.

(b) Final Releases of Lien: Contractor's Affidavit. Receipt by
Lender of a "Conditional Waiver and Release Upon Final Payment" executed by the
Contractor and all Subcontractors performing work or supplying materials and
paid for by such retainage Advance in form and content acceptable to Lender and
in conformance with the Applicable Mechanics Lien Law, together with any and all
additional affidavits of all such parties sufficient in the opinion of Lender's
counsel to comply with the Applicable Mechanics Lien Law, and to remove any and
all mechanics' and materialmen's liens (inchoate or otherwise) affecting title
to the Project, which might arise related to such work or materials.

(c) Certificates of Completion. Certificates of Substantial
Completion for the Work utilizing customary AIA forms or the equivalent thereof
signed by the Architect, Contractor and Borrower.

(d) Other Evidence. Such other evidence as Lender may require
to establish that the Work to be paid with such retainage Advance has been
completed in compliance with all applicable zoning and other requirements of the
public authorities having jurisdiction, including but not limited to, compliance
with all applicable Legal Requirements.

(e) As-Built Plans. Two (2) sets of detailed as-built plans
related to the Work must be submitted to Lender promptly after such Work is
completed, but in no event later than two (2) months from the issuance of the
Certificates of Substantial Completion for the Work, which plans must be
approved and identified as such in writing by Borrower, the Architect, and the
Contractor, and must include plans for architectural, structural, mechanical,
plumbing, electrical and all site development (including storm drainage, utility
lines and landscaping) work.

(f) As-Built Survey. As to the final Advance under the of the
Loan, receipt by Lender of two (2) originals of a satisfactory "As-Built" Survey
prepared by a licensed surveyor satisfactory to Lender and the Title Company, in
accordance with the plans and showing all of the applicable Units and each
applicable building in place, including, without limitation, striping of parking
areas, a statement as to the number of parking spaces and such other matters as
Lender shall require ("As-Built Survey"). The survey shall be prepared in
accordance with the Standards set forth by ALTA/ACSM 1988 Minimum Survey
Requirements, shall be certified to Lender and the Title Company and shall
include a narrative metes and bounds or platted description of the boundaries of
the Mortgaged Property, the area of the Mortgaged Property and of each of the
applicable Phase 2 Units and buildings 5 and 6 (then completed) and the location
and dimensions of all easements and improvements. The surveyor must include on
the As-Built Survey a signed statement certifying the existence or a narrative
statement certifying the existence or nonexistence of any encroachment from or
onto the Mortgaged Property and must include the date of the As-Built Survey and
the surveyor's registration

number and seal and such other matters as the Title Company may require, in form
and substance satisfactory to Lender and the Title Company.

(g) Insurance. Insurance coverage shall have been broadened to
include all forms of insurance related to the Mortgaged Property, and as
reasonably required by Lender in form satisfactory to Lender, subject to the
terms of the Timeshare Declaration and the Agreement to Provide Insurance.

(h) Exception. Notwithstanding the foregoing restrictions,
Lender may at its discretion release the specific 10% retainage amounts for
individual line items set forth in the Phase 2 Cost Certificate prior to the
satisfaction of all of the Retainage Disbursement Requirements, provided that,
(i) no Incipient Default or Event of Default has occurred, (ii) each of the
Subcontractors being paid such retainage amounts executes and delivers to Lender
a "Conditional Waiver and Release Upon Final Payment" and (iii) all of the Work
described in such line item has been completed and Lender has received
certifications from Borrower, Contractor, Inspector (or Lender's Construction
Consultant) and Architect confirming such completion, all in form and content
acceptable to Lender.

8.6. Deposit of Funds Advanced/Advances to Disbursement Agent,
Architect, Contractor and Subcontractors. Lender, at its option, may make any or
all Construction Advances directly to the Disbursement Agent (for disbursement
to Borrower, Contractor, Architect or any Subcontractor) or to the Contractor
and any Subcontractor. The execution of this Agreement by Borrower shall and
hereby does constitute an irrevocable direction and authorization to Lender to
so advance the funds. No further direction or authorization from Borrower shall
be necessary to warrant such direct advances to the Disbursement Agent, the
Contractor, the Architect or any Subcontractor and all such Construction
Advances shall satisfy completely Lender's obligations hereunder and shall be
secured by the Collateral as fully as if made to Borrower, regardless of the
disposition thereof by the Disbursement Agent, the Contractor, the Architect or
any Subcontractor. Lender shall assume no liability under the Architect's
Contract, Construction Contract or any Subcontract by virtue of directly paying
the Architect, Contractor or any Subcontractor.

8.7. Advances Do Not Constitute a Waiver. No Construction Advance
shall constitute a waiver of any condition of Lender's obligation to make
further Construction Advances.

9. Representations and Warranties. As an inducement to Lender to advance
funds to Borrower, Borrower and Guarantor hereby, jointly and severally,
represent and warrant to Lender as follows:

9.1. Organization; Power.

(a) Borrower. Borrower (i) is a corporation duly incorporated,
validly existing in good standing under the laws of the State of Florida; (ii)
is duly qualified to do business as a foreign corporation and in good standing
under the laws of each jurisdiction where the character of its property, the
nature of its business or the performance of its obligations under this
Agreement makes such qualification necessary, except where the failure to be so
qualified will not have a material adverse effect on its business or its ability
to perform its obligations under this Agreement or any other Loan Document to
which it is a party or under the transactions contemplated hereunder or
thereunder; and (iii) has all requisite corporate power and authority to own its
properties, to conduct its business, to execute and deliver this Agreement and
all documents and transactions contemplated hereunder and to perform all of its
obligations under this Agreement and any other Loan Document to which it is a
party or under the transactions contemplated hereunder or thereunder.

(b) Guarantor. Guarantor (i) is a corporation duly
incorporated, validly existing and in good standing under the laws of the
Commonwealth of Massachusetts; (ii) is duly qualified to do business as a
foreign corporation and in good standing under the laws of each jurisdiction
where the character of its property, the nature of its business or the
performance of its obligations under this Agreement makes such qualification
necessary except where the failure to be so qualified will not have a material
adverse effect on its business or its ability to perform its obligations under
this Agreement or the Guaranty; and (iii) has all requisite corporate power and
authority to own its properties, to conduct its business, to execute and deliver
this Agreement and the Guaranty and to perform all of its obligations under this
Agreement and the Guaranty.

(c) Association. The Association is a non-profit corporation
duly organized, validly existing and in good standing under the laws of the
State of Florida, having full power and lawful authority to perform its
obligations under the Declarations and carry on its business as now being
conducted or as proposed to be conducted.

(d) Manager. Manager is a corporation, duly incorporated,
validly existing and in good standing under the laws of the State of Delaware,
duly licensed in Florida as required, and having full power and lawful authority
to act as the Manager of the Project, to perform its obligations under the
Management Agreement and to carry on its business as now being conducted and as
proposed to be conducted.

9.2. Authorization; No Legal Restrictions; No Breach of Other
Agreements. The execution, delivery and performance by Borrower of the Loan
Documents has been duly authorized by all necessary corporate action by Borrower
and does not and will not: (i) violate any provision of the organizational or
governing documents of Borrower, or any agreement, law, rule, regulation, order,

writ, judgment, injunction, decree, determination or award presently in effect
to which Borrower is a party or is subject; (ii) result in, or require the
creation or imposition of any Lien upon or with respect to any asset of Borrower
other than Liens in favor of Lender; or (iii) result in a breach of or
constitute a default by Borrower under, any indenture, loan or credit agreement
or any other agreement, document, instrument or certificate to which Borrower is
a party or by which it or any of its assets are bound or affected.

9.3. Approvals; Licenses, Etc. No approval, authorization, order,
license, permit, franchise or consent of or registration, declaration,
qualification or filing with, any governmental authority or other Person,
including without limitation, the Division or Association is required in
connection with the execution and delivery by Borrower of any of the Loan
Documents.

9.4. Enforceability. The Loan Documents constitute legal, valid and
binding obligations of Borrower, enforceable against Borrower in accordance with
their respective terms.

9.5. Title. Borrower has and will have good and marketable title to
the Collateral, free and clear of any Lien, security interest, charge or
encumbrance except for the security interests created by this Agreement or any
Loan Document or otherwise created in favor of Lender and the exceptions set
forth in the Title Policy provided Lender (collectively, "Permitted
Exceptions"). Borrower has good and marketable title to the Timeshare Interests
comprising a portion of the Mortgaged Property, and all rights, properties and
benefits appurtenant to or benefiting them, subject to the Permitted Exceptions
and the condominium timeshare and development documents established by Borrower,
subject to Lender's approval.

9.6. Liens. The execution and delivery of the Loan Documents, the
filing of the UCC-l Financing Statement's with the Florida Secured Transactions
Registry and the recording of the Mortgage, the Assignment of Property Rights
and a UCC-1 Financing Statement in the Public Records of St. ▇▇▇▇▇ County,
Florida will constitute in favor of Lender a valid and perfected continuing
first priority security interest in the Collateral. Lender is not and shall not
be required to take, and Borrower has taken any and all required steps to
protect Lender's security interests in the Collateral and Lender is not and
shall not be required to collect or realize upon the Collateral or any
distribution of interest or principal, nor shall loss of or damage to, the
Collateral release Borrower or Guarantor from any of the Obligations.

9.7. Financial Statements and Financial Condition. The financial
statements of Obligors fairly present the respective financial conditions and
results of operations of Borrower and Guarantor as of the date or dates thereof
and for the periods covered thereby. There were no material liabilities, direct
or indirect, fixed

or contingent, of Borrower or Guarantor as of the dates of such financial
statements which were not reflected therein or in the notes thereto, which have
not otherwise been disclosed to Lender in writing or otherwise set forth in
Guarantor's SEC filings. Except for any such changes heretofore expressly
disclosed in writing to Lender, there has been no material adverse change in the
respective financial conditions of Borrower or Guarantor from the financial
conditions shown in their respective financial statements, nor has Borrower or
Guarantor incurred any material liabilities, direct or indirect, fixed or
contingent, which are not shown in their respective financial statements or
reflected in the notes thereto.

Borrower is able to pay all of its debts as they become due. Borrower
shall maintain such solvent financial condition, giving effect to the
Obligations, as long as Borrower is obligated to Lender under this Agreement, or
in any other manner whatsoever. Borrower's obligations under this Agreement and
under the Loan Documents will not render Borrower unable to pay its debts as
they become due. The present fair market value of Borrower's assets is greater
than the amount required to pay its respective total liabilities.

9.8. Taxes. Except as set forth on Schedule 9.8: (a) Borrower has
paid and will pay in full all real property, personal property, income, sales,
ad valorem and other taxes and assessments against the Mortgaged Property and
the Collateral or otherwise payable by Borrower, (b) Borrower knows of no basis
for any additional taxes or assessments against the Mortgaged Property, the
Collateral or Borrower; (c) Borrower has filed all tax returns required to have
been filed by then and has caused Association to file all tax returns required
to have been filed by then, and (d) has paid or caused Association to pay all
taxes shown to be due and payable on such returns, including interest and
penalties, and all other taxes which are payable by it or Association, as the
case may be, to the extent the same have become due and payable.

With respect to real estate taxes against the Mortgaged Property, each
Unit will have a separate tax lot number and each Unit is separately billed by
the applicable governmental entity for real estate taxes. Such bills are
received by the Association. The Association sends bills to each Owner of a
Timeshare Interest or Vacation Trust, Inc., a Florida corporation in its
capacity as trustee under the Club's Trust Agreement for such Owner's pro-rata
share of the real estate taxes assessed and billed to the applicable Unit.

To the extent that the Association holds insufficient funds to pay any
real estate taxes for the Mortgaged Property then due and payable, Borrower
(during the time it is maintaining direct or indirect control of the
Association) will pay the amount of such deficiency to the Association to enable
the Association to pay all real estate taxes related to the Mortgaged Property
when due and prior to the incurrence of any penalties. Borrower will comply with
the above-described

procedures and will not amend, modify or terminate such procedures without the
prior written consent of Lender.

9.9. Subsidiaries; Affiliates and Capital Structure. Except as set
forth on Schedule 9.9, Borrower has no subsidiaries or Affiliates which have any
involvement or interest in the Mortgaged Property in any way. Borrower is a
wholly-owned subsidiary of Guarantor. None of the owners of any interests in
Borrower are parties to any proxies, voting trusts, shareholders agreements or
similar arrangements pursuant to which voting authority, rights or discretion
with respect to Borrower is vested in any other Person.

9.10. Litigation Proceedings, Etc. Except as described on Schedule
9.10, there are no actions, suits, proceedings, orders or injunctions pending or
threatened against or affecting Borrower, the Guarantor, the Mortgaged Property,
the Collateral or the Association at law or in equity, or before or by any
governmental authority or other tribunal which if adversely determined would
have a material adverse effect on their ability to perform hereunder with
respect to the Project. Borrower has not received any notice from any court,
governmental authority or other tribunal alleging that Borrower or the Project
has violated the Timeshare Act, the Condominium Act, any of the rules or
regulations thereunder, the Project Contracts, or any other applicable Legal
Requirements, agreements or arrangements.

9.11. Licenses; Permits; Etc. Borrower, the Mortgaged Property, the
Association, Borrower's Affiliates involved in the operations of the Project,
and, to the best of Borrower's knowledge after diligent inquiry, all other
Persons involved in the operations of the portion of the Mortgaged Property
owned by Borrower, possess and will at all times continue to possess, all
requisite material franchises, certificates of convenience and necessity,
operating rights, approvals, licenses, permits, consents, authorizations,
exemptions and orders as are necessary to carry on its or their business
including without limitation, operation of the Mortgaged Property, without any
known conflict with the rights of others and, with respect to Borrower, the
Mortgaged Property and the Association, in each case subject to no mortgage,
pledge, Lien, lease, encumbrance, charge, security interest, title retention
agreement or option other than Liens in favor of Lender and the Permitted Liens.

9.12. Environmental Matters. The Project does not and will not
contain any Hazardous Materials, except for certain Hazardous Materials used in
the operation of Borrower's business which are properly stored and maintained.
No Hazardous Materials are or will be used or stored at or transported to or
from the Development Parcel or the Project, except for certain Hazardous
Materials used in the operation of Borrower's business which are properly stored
and maintained. Neither Borrower, Manager nor the Association has ever used the
Project as a facility for the storage, treatment or disposition of any Hazardous
Materials or has received notice from any governmental agency, entity or other
Person with regard to Hazardous Materials on, under or affecting the Project.
Neither Borrower nor the

Project, nor any portion thereof, nor the Association, are in violation of any
Environmental Laws.

9.13. Full Disclosure. No information, exhibit or written report or
the content of any schedule furnished by or on behalf of Borrower to Lender in
connection with the Loan, the Collateral or the Mortgaged Property, and no
representation or statement made by Borrower in any Loan Document contains any
material misstatement of fact or omits the statement of a material fact
necessary to make the statement contained herein or therein not misleading,
subject to obtaining the permits and approvals to construct the Work and the
creating of the condominium and timeshare documents which have not been prepared
at this time. Borrower does not know of any fact or condition which will prevent
the sale of Timeshare Interests to Purchasers or prevent the operation of the
Project in accordance with the Declarations and related Public Report, and in
accordance with all Legal Requirements, or prevent Borrower's performance of its
Obligations pursuant to the Loan Documents.

9.14. Use of Proceeds/Margin Stock. None of the proceeds of the Loan
will be used to purchase or carry any "margin stock" (as defined under
Regulation U of the Board of Governors of the Federal Reserve System, as in
effect from time to time), and no portion of the proceeds of the Loan will be
extended to others for the purpose of purchasing or carrying margin stock. None
of the transactions contemplated in this Agreement (including, without
limitation, the use of the proceeds from the Loan) will violate or result in the
violation of Section 7 of the Securities Exchange Act of 1934, as amended, or
any regulations issued pursuant thereto, including, without limitation,
Regulations G, T, U and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R., Chapter 11. Borrower is not an investment company as defined
by the Investment Company Act of 1940, as amended, and Borrower is not required
to register under said Act.

9.15. No Defaults. No Incipient Default or Event of Default exists,
and there is no violation in any material respect of any term of any agreement,
bylaw or other instrument to which Borrower is a party or by which it may be
bound which violation materially and adversely affects Borrower.

9.16. Compliance with Law.

(a) Borrower is not in violation, nor is the Mortgaged
Property, or the business operations in respect of the Mortgaged Property, or to
Borrower's knowledge after diligent inquiry, the Association, in violation of
the Condominium Act or Timeshare Act or any other Legal Requirements, which
violation materially and adversely affects the Borrower, the Mortgaged Property,
the business operations of the Mortgaged Property or the Association; and

(b) As to the Existing Units and the Phase 2 Land, Borrower
has not failed, nor has the Project or Association failed, to obtain any
consents or joinders, or any approvals, licenses, permits, franchises or other
governmental authorizations, or to make or cause to be made any filings,
submissions, registrations or declarations with any government or agency or
department thereof necessary to the establishment, ownership or operation of the
Mortgaged Property or any of Borrower's other assets, or to the conduct of
Borrower's business, which violation or failure to obtain or register materially
and adversely affects Borrower, the Mortgaged Property or the business,
prospects, profits, properties or condition (financial or otherwise) of Borrower
or the Mortgaged Property.

(c) The Timeshare Declaration was duly adopted in compliance
with applicable Legal Requirements and governs the condominium and timeshare
regimes established pursuant to the Timeshare Declaration.

9.17. Restrictions of Borrower or Guarantor. None of Borrower,
Guarantor, or, to Borrower's knowledge, the Association, is a party to any
contract or agreement with respect to the Mortgaged Property, or subject to any
Lien, charge or corporate restriction with respect to the Mortgaged Property,
which materially and adversely affects its or their business other than the
Permitted Exceptions. Borrower and Guarantor will not be, on or after the
Closing Date, a party to any contract or agreement which prohibits Borrower's or
Guarantor's execution of, or compliance with the terms of this Agreement or the
other Loan Documents. Borrower has not agreed or consented to cause or permit in
the future (upon the happening of a contingency or otherwise) any of the
Collateral, whether now owned or hereafter acquired, to be subject to a Lien,
except the Liens in favor of Lender as provided hereunder and except for
Permitted Liens.

9.18. Broker's Fees. Borrower has not made any commitment or taken
any action which will result in a claim for any brokers', finders' or other
similar fees or commitments with respect to the transactions described in this
Agreement.

9.19. Deferred Compensation Plans. Borrower has no pension, profit
sharing or other compensatory or similar plan providing for a program of
deferred compensation for any employee or officer.

9.20. Labor Relations. The employees of Borrower are not a party to
any collective bargaining agreement with Borrower, and, to the best knowledge of
Borrower, there are no material grievances, disputes or controversies with any
union or any other organization of Borrower's employees, or threats of strikes,
work stoppages or any asserted pending demands for collective bargaining by any
union or organization.

9.21. Tax Identification Numbers. Borrower's federal taxpayer's
identification number and State organization numbers are as follows:

Tax I.D. State Organization Number
-------- -------------------------
▇▇-▇▇▇▇▇▇▇ P9300051653

9.22. Insurance. All the insurance required by the Timeshare
Declaration, and the Agreement to Provide Insurance has been obtained, is
presently in full force and effect and all premiums thereon have been fully paid
to date. To the best of Borrower's knowledge, none of the policies for property
insurance may be canceled or materially modified, except after at least thirty
(30) days written notice by the insurance carrier to Lender and none of the
policies for liability insurance may be canceled or materially modified, except
after endeavoring to provide at least ten (10) days written notice by the
insurance carrier to Lender. Lender has been named as an additional insured,
insured mortgagee (with a standard mortgagee's endorsement) and loss payee (with
a lender's loss payable endorsement) on such policies.

9.23. Names and Addresses. During the past five (5) years, Borrower
has not been known by any names (including trade names) and has not been located
at any addresses, other than those set forth on Schedule 9.23. The portions of
the Collateral which are tangible property and have not been delivered to Lender
(or a custodian for Lender) and the books and records pertaining thereto will at
all times be located at the address for Borrower set forth on Schedule 9.23, at
the Project or at such other location determined by Borrower after prior notice
to Lender and delivery to Lender of any items requested by Lender to maintain
perfection and priority of Lender's security interests and access to such books
and records. Schedule 9.23 identifies the chief executive office and principal
place of business of Borrower.

9.24. Solvency. Borrower is solvent. No transfer of property is
being made by Borrower and no obligation is being incurred by Borrower in
connection with the transactions contemplated by this Agreement or the other
Loan Documents with the intent to hinder, delay, or defraud either present or
future creditors of Borrower.

9.25. Common Enterprise. The successful operation and condition of
Obligors are dependent on the continued successful performance of the functions
of the Obligors as a whole and the successful operation of each Obligor is
dependent on the successful performance and operation of the other Obligor. Each
Obligor expects to derive benefit (and the boards of directors or other
governing body of each such Obligor has determined that it may reasonably be
expected to derive benefit), directly and indirectly, from the credit extended
by Lender hereunder, both in its separate capacity and as a member with the
other Obligor of an interrelated group of companies. Each Obligor has determined
that execution, delivery and

performance of this Agreement and any other Loan Documents to be executed by
such Obligor is within its corporate or company purpose, will be of direct and
indirect benefit to such Obligor and is in its best interest.

9.26. Intentionally Omitted.

9.27. Completeness of Representations. Neither this Agreement nor
any exhibit attached hereto nor any certificate, financial statement,
correspondence or other document delivered or furnished to Lender hereunder or
in connection with the transactions contemplated hereby contains or will contain
any untrue statement of a material fact or omits or will omit to state a
material fact necessary in order to make the statements contained herein and
therein not misleading. Except as set forth on Schedule 9.10, there is no fact
(a) which materially and adversely affects or in the future may, so far as any
Obligor can now foresee, materially and adversely affect any Obligor's ability
to perform its obligations under the Loan Documents, or the condition, financial
or otherwise, business or prospects of any Obligor, the Association or the
Project, (b) which may result in any liability on the part of any Obligor
reflected on the financial statements described in Section 9.7, (c) which
questions or denies the right of any Obligor to conduct its business or operate
the Project, or (d) which prevents or restricts the granting of security
interests to Lender in the Collateral.

9.28. No Violation of Right of First Refusal. The execution of this
Agreement and any Advances made hereunder shall not violate any right of first
refusal of any Person to provide such financing.

10. Representations, Warranties and Covenants With Respect to the Project.
Obligors, jointly and severally, represent and warrant to and covenant with
Lender as follows, with respect to the Mortgaged Property and each Unit to be
included in the Mortgaged Property:

10.1. Access and Utilities. Each Unit will have adequate access from
a publicly dedicated street over easement areas when constructed, will be served
by adequate utilities and will have adequate parking facilities.

10.2. Compliance. Obligors and the Mortgaged Property are in
compliance with and will comply in all material respects with all Legal
Requirements.

10.3. Timeshare Declaration. On or before the first sale and closing
of a Timeshare Interest by Borrower in Phase 2, all Units, all improvements
thereon, all equipment, furnishings and appliances intended for use in
connection therewith pertaining to such Timeshare Interest will have been and
thereafter will continue to be duly submitted to the provisions of the Timeshare
Declaration, as amended to include Phase 2 as part of the timeshare regime,
which Timeshare Declaration and any amendment will have been recorded in the
Public Records of St. ▇▇▇▇▇ County,

Florida. The Timeshare Declaration will not be amended in any way which would
materially alter the Project, the rights of Purchasers, the rights of lenders
foreclosing on a Timeshare Interest or any priority of past due assessment
claims over the lien of any mortgage encumbering a Timeshare Interest without
the prior written consent of Lender.

10.4. Zoning Laws, Building Codes, Etc. The Mortgaged Property, all
the buildings and other improvements in which the Units are situated and all
Amenities will when constructed be completed in all material respects in
compliance with all applicable zoning codes, building codes, health codes, fire
and safety codes, and other Legal Requirements. All inspections, licenses and
permits required to be made or issued in respect of such buildings and Amenities
will be made or issued by the appropriate authorities as are required to approve
such development at the time same is developed. The use and occupancy of such
buildings for their intended purposes is and will be lawful under all applicable
laws and regulations. On or before the Phase 2 Completion Date, final
certificates of occupancy will be issued and in effect for all Units in Phase 2.
The timeshare use and occupancy of Units does not and will not violate any
private covenant or restriction or any zoning, use or similar law, ordinance or
regulation affecting the use or occupancy of the Mortgaged Property.

10.5. Units Ready for Use. All of the Phase 2 Units will be fully
furnished and ready for use by Owners on or before the Phase 2 Completion Date.
On or before the Phase 2 Completion Date, all common furnishings (including
appliances) within such Phase 2 Units are and will be owned by Borrower or the
Association, have been or will be fully paid for, and are and will be free and
clear of any liens or other interests of any third party including any lessor.
The Mortgaged Property is owned by Borrower free and clear of all liens and
encumbrances, except those in favor of Lender and the Permitted Liens.

10.6. Mortgaged Property Taxes and Fees. All real property taxes,
condominium and similar maintenance fees, rents, assessments and like charges
affecting the Mortgaged Property have been fully paid to date, to the extent
such items are due and payable.

10.7. No Defaults. No default or condition which, with the giving of
notice or passage of time, or both, would constitute a default, exists with
respect to any mortgage, deed of trust or other encumbrance against any of the
Mortgaged Property or any personal property therein or used in connection
therewith or with respect to any other agreement affecting or related to the
Mortgaged Property.

10.8. Timeshare Plan. Borrower shall amend the Public Report and the
Timeshare Declaration to add the Units which make up Phase 2 upon their
completion. Further Borrower shall file with any applicable regulatory agencies
in the State the required documentation for approval of Phase 2 of the Project
as a

timeshare project. Borrower will provide a copy of the public offering statement
as required by Florida state law and all amendments and supplements thereto to
Lender and Lender's counsel at the time it is finalized for distribution to
Purchasers. Borrower will provide Lender and Lender's counsel with copies of all
correspondence and other responses received from the Division related to the
application within two (2) Business Days after receipt by Borrower or Borrower's
counsel. On or before the date hereof, Phase 2 shall be established and
dedicated as a timeshare plan and project in full compliance with all applicable
Legal Requirements, including without limitation, the Timeshare Act. On or
before the date hereof, Borrower will deliver to Lender:

(a) a copy of the Timeshare Declaration, as amended, to add
Phase 2 to the timeshare regime, as recorded in the Public Records of St. ▇▇▇▇▇
County, Florida; and a copy of the assignment of declarant rights in favor of
Borrower as recorded in the Public Records of St. ▇▇▇▇▇ County, Florida; and

(b) copies of any and all endorsements to the Title Policy
required by Lender, related to the establishment of the timeshare regime with
respect to Phase 2 of the Project.

To the best of Borrower's knowledge, the Existing Units have been
established and dedicated as a timeshare project in full compliance in all
material respects with all applicable Legal Requirements, including without
limitation, the Timeshare Act.

10.9. Sale of Timeshare Interests. All sales and marketing
activities will be made in compliance in all material respects with all Legal
Requirements and utilizing then current and approved Florida public offering
statement. The marketing, sale, offering for sale, rental, solicitation of
purchasers and financing of Timeshare Interests: (a) will not constitute the
sale, or the offering for sale of securities subject to the registration
requirements of the Securities Act of 1933, as amended, or any other federal or
state securities law applicable to such sale or offer for sale or such sale will
comply with such securities laws; (b) will not materially violate the Timeshare
Act or any land sales or consumer protection law, statute or regulation of the
State of Florida or any other state or jurisdiction in which sales or
solicitation activities occur; and (c) will not materially violate any consumer
credit or usury statute of the State of Florida or any other state or
jurisdiction in which sales or solicitation activities occur.

10.10. Brokers. All marketing and sales activities will be performed
by independent contractors, agents or employees of Borrower, all of whom are and
will be properly licensed in accordance with applicable laws to the extent
required. Borrower will retain a duly licensed broker of record for the Project
as required by State law and will forward to Lender and Lender's counsel written
evidence of such brokerage arrangement.

10.11. Tangible Property . The machinery, equipment, fixtures, tools
and supplies used or to be used in connection with the Project, including
without limitation, with respect to the operation and maintenance of the common
elements, will be owned or leased either by Borrower or the Association or
Contractor or any Subcontractor (as defined in Section 11.5).

10.12. Condition of Project. The Mortgaged Property is not now
damaged nor injured as a result of any fire, explosion, accident, flood or other
casualty.

10.13. Assessments and Developer Subsidy. The assessments levied
with respect to the Project together with any subsidies to be paid by Borrower
are sufficient to cover all expenses of the Association for the Project. Each
Owner of a Timeshare Interest or Vacation Trust, Inc., a Florida corporation in
its capacity as trustee under the Club's Trust Agreement is a member of the
Association. The Association has the power and authority to levy assessments to
cover the expenses of the Project. Any lien for unpaid assessments related to
the Mortgaged Property is subject to the lien of Lender's Mortgage.

10.14. Amenities. All Amenities for the Project are located on the
Master Property.

10.15. Permits and Licenses. All licenses, permits and approvals
required for the use, occupancy and operation of the Phase 2 Units upon
completion have been or will be properly obtained.

10.16. Wetlands. None of the Project includes any "wetlands" as
designated by the U.S. Army Corps Of Engineers.

10.17. Mechanics Lien Claims. Borrower has not received any written
notice of a potential claim, from any contractor, laborer or materialman in
connection with any work, labor or materials furnished in connection with the
Phase 2.

10.18. Project Contracts. The contract, agreements and arrangements
listed and described in Schedule 10.18 comprise all of the agreements, or
arrangements relating to the operation, management, marketing, sales and
maintenance and of the Mortgaged Property. Subject to the terms of Section 12.23
and Section 14.2, all of the Project Contracts are and shall (unless Lender
shall otherwise consent in advance in writing) remain unmodified and free and
clear of any lien or encumbrance.

10.19. Intentionally Omitted.

10.20. Site Plan Approval. Borrower represents that St. ▇▇▇▇▇
County, Florida has approved the Site Plan for development of the sixty (60)
▇▇▇▇▇

▇▇

▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇ under this Agreement ("Site Plan"). The approved Site Plan
is attached hereto as Exhibit "D".

10.21. Club Plan. The Club has been established and to Borrower's
actual current knowledge there are no present material violations of the Legal
Requirements in connection with all of the Borrower's accommodations, facilities
and resorts which comprise the Club and Borrower shall use its best efforts to
cause the foregoing to remain in full compliance in all material respects with
all applicable Legal Requirements, including, without limitation, the Timeshare
Act and Condominium Act. Borrower shall use its best efforts to cause the Club
to remain a multi-site timeshare plan registered under applicable state
registration laws and in full compliance with the Club Documents.

10.22. Reservation System. To the best of Borrower's knowledge, the
Reservation System for the Club is fully operational for its intended purpose.
Guarantor represents that the Reservation System for the Club including the
computer software is licensed to the Guarantor by the software's owner.
Guarantor shall use all reasonable commercial efforts to assure that the
Reservation System shall continue in operation and shall be available to the
Club. Guarantor acknowledges the significance of the Reservation System to the
ability of the Project and the Club to operate properly and to allow Purchasers
to exercise use rights as set forth in Project Documents and Club Documents.
Guarantor agrees to cause the appropriate party to prepare reports and provide
information on the Reservation System, consistent with information provided to
state regulators or other lenders, promptly upon request from Lender.

10.23. One to One Ratio Compliance. Borrower represents and warrants
that to the best of Borrower's knowledge, the Club will in all material respects
be in compliance with the one to one Owner Beneficiary to Accommodation Ratio as
defined in the Club's Trust Agreement ("One to One Ratio").

10.24. Club Documents. The Borrower has furnished to the Lender and
Lender has reviewed true and correct copies of the Club Documents. To the best
of Borrower's knowledge, all such filings and/or recordations, and all joinders
and consents, necessary in order to establish the timeshare plan in respect of
each Club resort, including without limitation, the Phases, the Units, the
common elements, common furnishings, facilities and all related use and access
rights, have been done or obtained, all statutes, ordinances, rules, and
regulations, and all agreements or arrangements, in connection therewith have
been complied with in all material respects.

11. Construction Representations, Warranties and Covenants. Obligors,
jointly and severally, represent and warrant to and covenant with Lender as
follows:

11.1. Construction. All costs arising from and owed by Borrower in
connection with the Work and the purchase of any fixtures or equipment,
inventory, furnishings or other personalty located in, at or on the Project will
be paid when due.

11.2. Cost Certificate. Attached hereto as Exhibit "E" is a line
item breakdown for Phase 2 (the "Phase 2 Cost Certificate") setting forth the
cost of each class of work included in the Phase 2 Work and all incidental costs
related to the Phase 2 Work, specifying which items are to be funded from the
Loan and which items are to be funded from other sources. The Phase 2 Cost
Certificate shall constitute a budget based upon which Construction Advances
shall be made for each of the applicable line items. The Phase 2 Cost
Certificate shall include a line item of at least $100,000 for Phase 2 Work
(from the Loan) for contingencies which may only be disbursed with the prior
written consent of Lender, which consent shall not be unreasonably withheld.
Notwithstanding the foregoing and subsequent to the Closing Date, up to $10,000
of the total amount budgeted for contingences for Phase 2 Work may be disbursed
without Lender's consent but shall be disclosed on the revised Phase 2 Cost
Certificate. The Phase 2 Cost Certificate is accurate and complete. If Borrower
determines that the Phase 2 Cost Certificate needs to be revised for any reason,
including delays in construction, Borrower will immediately notify Lender of the
requested change. No change to the Phase 2 Cost Certificate shall be effective
without the prior written consent of Lender. Borrower shall prepare a Phase 2
Cost Certificate. The Phase 2 Cost Certificate shall be accompanied by the
applicable completion schedule in form and applicable content acceptable to
Lender which reflects a timetable and schedule for completion of the Work
required for Phase 2.

11.3. Construction Contract. The contract to be executed by and
between Borrower and the Contractor for Phase 2 (the "Construction Contract"),
shall be in a form and content reasonably satisfactory to Lender, in its sole
discretion. Without limiting the foregoing, such Construction Contract shall
require the Contractor to construct the Work in accordance with the
Specifications. Subsequent to the Closing Date, Borrower shall not permit any
default under the terms of the Construction Contract; waive any of Contractor's
obligations thereunder; do any act which would relieve Contractor from its
obligations to construct the Work according to the Specifications; or make any
amendment, other than change orders as may be permitted hereunder without
Lender's prior written consent. Borrower shall furnish Lender with a written
agreement from the Contractor consenting to the assignment of the Construction
Contract to Lender and covering such other matters as Lender may reasonably
require. The Contractor shall be duly licensed to act as a contractor in the
State and has in force liability insurance in amounts reasonably acceptable to
Lender and workers' compensation in amounts required by applicable law. The
Construction Contract shall contain, among other things, the following
provisions:

(a) A provision that prior to final payment to the Contractor,
the Contractor shall deliver to Borrower and Lender (i) a final and complete
release of liens signed by the Contractor and all Subcontractors, and (ii) a
Certificate of Occupancy issued by St. ▇▇▇▇▇ County, Florida for the applicable
Work.

(b) A provision that (i) no change order involving an increase
or decrease in the cost of the Work of more than $50,000 for any one change
order or $250,000 in the aggregate with all other change orders (except as
approved prior to the Closing Date), and (ii) no change order subsequent to the
Closing Date which involves any material change in the architectural, mechanical
or structural design of any portion of the Work or any material change in the
quality of workmanship or materials or any delay in completion of the Work
beyond the Phase 2 Completion Date, shall be effective without the prior written
consent of Lender. Any cost saving in a line item of the Phase 2 Cost
Certificate may not be automatically applied to any line item which is in excess
of the budgeted amount for that line item.

(c) A provision that the Construction Contract may not be
terminated by the Contractor until thirty (30) days after delivery of a notice
of Borrower's default and opportunity to cure to Lender (or such longer period
after said delivery as may be reasonably necessary to cure a default thereunder)
and may not be terminated by the Contractor by reason of the bankruptcy or
insolvency of Borrower.

(d) A provision for retainage equal to 10% holdback from each
Construction Advance as set forth in the Phase 2 Cost Certificate, which
retainage shall be released in the manner set forth in Section 8.5 of this
Agreement.

(e) Notwithstanding the foregoing, Lender has reviewed the
Construction Contract and acknowledges it is in compliance with this Section
11.3.

11.4. Architect's Contract. The contract dated August 19, 2005, by
and between Borrower and the Architect for Phase 2 (the "Architect's Contract")
shall provide that subsequent to the Closing Date, Borrower shall not agree to
nor permit any material amendment, modification, waiver or other material change
to or of any of the foregoing without the prior written consent of Lender.
Borrower shall furnish Lender with a written agreement from Architect (a)
certifying that the Specifications comply with all applicable Legal Requirements
relating to the Work, occupancy and use of Phase 2 of the Project, (b)
consenting to the assignment of the Architect's Contract to Lender, (c) agreeing
that the Architect will continue performance under the Architect's Contract at
Lender's request after any Event of Default hereunder or after a default
thereunder by Borrower (other than a monetary default not cured), (d) agreeing
that Lender may use the Specifications without additional cost to complete the
Work after a Default or an Event of Default, and (e) covering such other matters
relating to the Work as Lender may reasonably request. All costs of the
Architect shall be paid by Borrower.

11.5. Subcontracts. If funding of the Loan occurs prior to
completion of the Phase 2 Work, then each contract (each a "Subcontract") which
has been executed by and between Borrower or the Contractor and each
subcontractor, materialman and supplier who is to provide labor or materials at
a value equal to or in excess of $100,000 necessary to achieve completion of the
Phase 2 Work (each a "Subcontractor") shall contain (a) the agreement of the
Subcontractor to perform the Subcontract for Lender following the occurrence of
an Event of Default, (b) a provision that the Subcontractor shall comply with
the provisions of the Applicable Mechanics Lien Law, (c) a provision for a ten
percent (10%) retainage, to be released as set forth in Section 8.5, (d) a
provision that prior to final payment to the Subcontractor, the Subcontractor
shall deliver to Borrower and Lender a final release of liens signed by the
Subcontractor, and (e) a provision that there will be no termination, amendment,
waiver or material change of the Subcontract subsequent to the Closing Date
without the prior written consent of Lender. If requested by Lender, Borrower
shall furnish statements from each Subcontractor and supplier of labor or
materials, stating the amount of its contract and the amount paid to date, and
acknowledging full payment (less retainage for all work done and/or materials
supplied to date). Subsequent to the Closing Date, Borrower shall not: (i)
permit any material default by Borrower under the terms of the Subcontracts;
(ii) waive any of Subcontractors' obligations thereunder; (iii) do any act which
would relieve any of the Subcontractors of their respective obligations to
complete the Work according to the Specifications; (iv) or make any amendments,
other than change orders permitted hereunder or as Lender may approve in
writing, to any of the Subcontracts without Lender's prior written consent.
Borrower shall cause Contractor to prepare and maintain a list of all
Subcontractors whose contracts with the Contractor each have a value equal to or
in excess of $100,000 for Phase 2, together with copies of their contracts, and
showing the name, address and telephone number of each Subcontractor, the work
or material performed or supplied by each Subcontractor, and the total amount of
each contract and subcontract and amounts paid through the date upon which such
list was completed, and shall keep the list current until each of the applicable
Phases have been completed.

11.6. Specifications. The Specifications for Phase 2 and
construction pursuant thereto shall prior to construction have been approved by
any governmental or quasi governmental authorities. Such Specifications comply
and will continue at all times to comply in all material respects with all
applicable Legal Requirements and all other quasi-governmental laws,
regulations, and standard requirements, including but not limited to the Fair
Housing Act of 1968 as amended, and the Americans with Disabilities Act as
amended, and that provisions have been made for the handicapped in accordance
with Legal Requirements. No material change shall be made hereafter in the
Specifications without the prior written consent of the Lender.

11.7. Permits. All renovation or building permits required for the
Work at Phase 2, were properly obtained prior to commencing such applicable
Work. All other licenses, permits and approvals required for the Work at Phase 2
were properly obtained prior to commencing the applicable Work.

11.8. Commencement of Construction. Borrower commenced the Work on
or before the applicable Commencement Date for Phase 2 and diligently pursued
the Work to completion utilizing good workmanship and quality materials. Quality
of construction is of the essence and each Advance under the Loan shall be
subject to satisfactory quality and completion of work in place. Borrower shall
supply such sums of money and perform such duties as may be necessary for
Completion of the Work in compliance in all material respects with all terms and
conditions of the Loan Documents on or prior to the Phase 2 Completion Date, and
without any lien, claim or assessment (actual or contingent) asserted against
the Project for any material, labor or other items furnished in connection
therewith and further in compliance with all construction, use, building, zoning
and other similar requirements of any pertinent governmental authority. Borrower
will provide to Lender evidence of satisfactory compliance with all of such
requirements upon request by Lender and shall provide Lender with true and
correct copies of all certificates of occupancy issued by all applicable
governmental entities immediately upon issuance thereof.

11.9. Zoning and Land Use. The Project is zoned as a Planned Unit
Development (PUD), under which timeshare is an allowed use.

11.10. Additional Equity. Lender reserves the right to require, at
any time and from time to time, at Borrower's expense, a construction cost
analysis by the Inspector or by an expert in the construction cost field
designated by Lender. If Lender reasonably estimates, at any time and from time
to time, that the amount necessary to assure final Completion of the Work for
Phase 2, including but not limited to, interest and other soft or
non-construction budget items (the "Phase 2 Total Budget") shall exceed the
amount of the (a) remaining Advances under the Loan which are to be used to fund
Approved Costs for the Work, plus (b) the total amount of all equity investments
made or scheduled to be made by Borrower or Guarantor, then Borrower, at the
request of Lender, shall (i) immediately deposit with Lender, to be held by
Lender in a non-interest bearing, non-escrow account, the amount of any such
difference, in cash, which amount shall be disbursed toward Phase 2 Total Budget
costs prior to any further advance by Lender under the Loan, (ii) provide other
financial assurances acceptable to Lender that additional construction funds
will be available to Borrower and Guarantor to fund Completion of the Work, or
(iii) pay from other sources the amount of any such difference for items
included in the Phase 2 Total Budget with satisfactory evidence of such
expenditure being provided to Lender prior to any further Advances under the
Loan. Lender shall be assured at all times, to its satisfaction, that the
estimated Advances to be made under the Loan which are to be used to fund
Approved Costs

for the Work are sufficient to complete the Work for Phase 2 in accordance with
the Phase 2 Total Budget, the applicable Specifications and this Agreement.
Obligors hereby agree that payment for any cost overruns related to the Work
shall be the sole responsibility of Obligors. Lender reserves the right of
continual verification of adequate equity investments made by Borrower as
required in this Section.

11.11. No Developer's Fee. The Phase 2 Total Budget does not
include, directly or indirectly, any developer's fee and the line item
identified as "construction overhead" shall be used for actual out-of-pocket
costs and expenses of Borrower and shall not include any hidden fee or
developer's profit.

11.12. Right of Lender to Inspect Project and Review Specifications.
Borrower shall permit Lender, its representatives and agents and the Inspector
at any reasonable time and from time to time to enter upon the Project and to
inspect the Work and all materials to be used in the construction thereof and to
cooperate and cause Contractor to cooperate with Lender and its representatives
and agents and the Inspector during such inspections (including making available
to Lender working copies of the Specifications together with all related
supplementary materials); provided that this provision shall not be deemed to
impose upon Lender any obligation to undertake such inspections.

11.13. Correction of Defects. Borrower shall promptly correct any
defect in the Work or any departure from the Specifications not permitted under
this Agreement, which has not been approved previously by Lender. The making of
any Construction Advance shall not constitute a waiver of Lender's right to
require compliance with this covenant.

11.14. Notification of Mechanics Lien Claims. Borrower and Guarantor
shall advise Lender promptly in writing if Borrower receives any notice, written
or oral, from any Contractor, laborer, subcontractor or materialman in
connection with any work, labor or materials furnished in connection with the
Work. Borrower shall furnish, and shall cause Contractor to furnish, such
information, affidavit(s), cash deposits and/or bond(s) as may be required by
the Title Company to issue and continue to date down the Title Policy from time
to time free and clear of the claims of contractors, subcontractors, mechanics
and/or materialmen.

11.15. Construction Tests. If requested by Lender, Borrower shall
furnish to Lender (a) all field tests and laboratory tests performed by local
building departments or any independent parties, complete construction
schedules, certificates, plans and specifications, appraisals, title insurance
and other insurance, reports and agreements, (b) the names of all persons with
whom Borrower has contracted or intends to contract for the Work or the
furnishing of labor or materials therefor, (c) copies and/or lists of all paid
and/or unpaid bills for labor and materials with respect to the Work; and (d)
construction budgets of

Borrower and revisions thereof showing the estimated cost of completion of the
Work and the total funds required at any given time to complete and pay for such
construction.

11.16. Substantial Completion. Upon Substantial Completion of the
Mortgaged Property, Borrower shall deliver to Lender:

(a) Permits. A copy of the final permits and approvals
necessary or required from all authorities whose approval is required for the
lawful use, occupancy and operation of the Project.

(b) Final Releases of Lien; Contractor's Affidavit. Final
mechanics' lien releases executed by the Contractor, in form and content
acceptable to Lender and in conformance with Florida law, together with any and
all additional affidavits of all such parties sufficient in the opinion of
Lender's counsel to comply with Florida law to enable the Title Company to
remove any and all mechanics' and materialmen's liens (inchoate or otherwise)
affecting title to the Mortgaged Property.

(c) Certificates of Substantial Completion. Certificates of
Substantial Completion signed by the Contractor, Inspector and Borrower.

(d) As-Built Survey. As to the final Advance under the Loan
for Phase 2, receipt by Lender of two (2) originals of a satisfactory As-Built
Survey.

(e) As-Built Plans. Two (2) sets of detailed as-built plans
must be submitted to Lender promptly after they are completed but in no event
later than two (2) months following the issuance of the certificate(s) of
occupancy (or the equivalent) with respect to Phase 2.

(f) Insurance. Insurance coverage shall be expanded to include
all forms of insurance reasonably required by Lender in form satisfactory to
Lender to the extent provided in the Timeshare Declaration and the Agreement to
Provide Insurance.

(g) Other Evidence of Compliance. Such other evidence as
Lender may require to establish that the Work, and any portion thereof, and its
intended use complies with all applicable zoning, use and other requirements of
the public authorities having jurisdiction and any other applicable Legal
Requirements.

11.17. Intentionally Omitted.

11.18. Notice of Completion. As soon as practicable, but no later
than ten (10) days after Completion of the Work, Borrower shall record or cause
to be recorded in the Public Records a "Notice of Completion" pursuant to the
Applicable

Mechanics Lien Law and shall forward to Lender and Lender's counsel evidence of
such recordation.

11.19. Compliance with Inspector's Standards. The Work (including
without limitation work which is not financed with proceeds of the Loan) shall
comply with standards and specifications acceptable to the Inspector.

11.20. Intentionally Omitted.

11.21. Force Majeure. The Phase 2 Completion Date and the time for
performance by Borrower of any of its construction-related obligations under the
Loan Documents prior to the Phase 2 Completion Date (excluding any obligations
for payments of money, taxes or insurance premiums) may be extended for the
period of time during which such performance is delayed or hindered by reason of
the occurrence of an event of Force Majeure. "Force Majeure" shall mean any
delay or hindrance caused by any events or causes beyond Borrower's reasonable
control, including, without limitation, fire, flood, earthquake, casualty,
inclement weather, other acts of God, acts of a public enemy including
terrorism, riot, insurrection, governmental regulation of the sale of materials
or supplies or the transportation thereof, lack of transportation, strikes or
boycotts, temporary restraining orders for injunctions prohibiting or
restraining all or any portion of the Work if initiated by a third party and not
reasonably preventable by Borrower, governmental actions and shortages of
material or labor.

11.22. Lien Waivers. Borrower shall provide an indemnity and/or lien
waivers or releases from any party with a right to file a lien against the
Project as the Title Company may require with respect to insuring (and
continuing to insure) the first Lien priority of Lender's Mortgage without and
except for any mechanic's or materialmen's liens.

11.23. Specifications. One (1) set of the approved Site Plan and the
complete and detailed Specifications which Borrower shall have approved in
writing and which shall be satisfactory to Lender and Inspector, in their sole
discretion, including any changes or modifications thereto and including
Specifications for architectural, structural, mechanical, plumbing, electrical
work. All Specifications must be stamped with all required approvals from all
Governmental Agencies, certified under seal by Architect and signed by Borrower
and Contractor to be true copies of the Specifications architecturally and
structurally approved by all authorities and agencies having jurisdiction
thereover. They must also incorporate the recommendations made in the soil
testing report, if any. No change shall be made thereafter in the Specifications
without the prior written consent of Lender.

12. General Affirmative Covenants. Obligors covenant and agree with Lender
as follows:

12.1. Payment and Performance of Obligations. Borrower shall pay all
of the Obligations, Loan Costs and related expenses when and as the same become
due and payable, and Borrower shall strictly observe and perform all of the
Obligations including without limitation, all covenants, agreements, terms,
conditions and limitations contained in the Loan Documents, and all documents
collateral thereto and will do all things necessary which are not prohibited by
law to prevent the occurrence of any Event of Default hereunder or thereunder.

12.2. Business Office. Borrower will maintain an office or agency in
Florida where notices, presentations and demands in respect of the Loan
Documents may be made upon Borrower. Such office or agency and the books and
records of Borrower shall be maintained at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇.

12.3. Maintenance of Existence, Qualification and Assets. Borrower
shall at all times (i) maintain its legal existence, (ii) maintain its
qualification to transact business and good standing in the State and in any
jurisdiction where it conducts business in connection with the Project, and
(iii) comply or cause compliance in all material respects with all Legal
Requirements applicable to the Project, Borrower, the Collateral or its
business, including, without limitation, the Condominium Act and the Timeshare
Act as they relate to the Project.

12.4. Consolidation and Merger. Unless Borrower shall have first
obtained Lender's prior written approval, which may be granted, withheld or
conditioned in Lender's sole discretion, Borrower will not consolidate with or
merge into any other Person or permit any other Person to consolidate with or
merge into it. Notwithstanding the foregoing Borrower is permitted to merge or
consolidate into any Affiliate of Borrower or Guarantor or with ▇▇▇▇▇▇
Corporation or an Affiliate of ▇▇▇▇▇▇ Corporation, and such Affiliate may merge
into or consolidate with Borrower, subject to the provisions of Section 14.8.

12.5. Maintenance of Insurance. Borrower shall comply with the terms
and conditions of the Agreement to Provide Insurance.

12.6. Maintenance of Security. Borrower shall execute and deliver
(or cause to be executed and delivered) to Lender all security agreements,
financing statements, assignments and such other agreements, documents,
instruments and certificates, and supplements and amendments thereto, and take
such other actions, as Lender deems necessary or appropriate in order to
maintain as valid, enforceable and perfected first priority liens and security
interests, all Liens and security interests in the Collateral granted to Lender
to secure the Obligations. Except with the prior written consent of Lender,
Borrower shall not grant extensions of time for the payment of, compromise for
less than the full face value or release in whole or in part, any Purchaser or
other Person liable for the payment of or allow any credit whatsoever except for
the amount of cash paid upon, any

Collateral or any instrument, chattel paper or document representing the
Collateral.

12.7. Payment of Taxes and Claims. Borrower will pay when due,
during the time Borrower maintains direct or indirect control of the
Association, all taxes imposed upon the Project, the Collateral, Borrower, or
any of its property, or with respect to any of its franchises, businesses,
income or profits, or with respect to the Loan or any of the Loan Documents and
all other charges and assessments against Borrower, the Collateral and the
Project which Borrower is legally obligated to pay and shall cause the
Association to pay when due, all taxes imposed upon the Project, the Collateral,
the Association, or any of its property, or with respect to any of its
franchises, businesses, income or profits, or with respect to the Loan or any of
the Loan Documents which the Association is legally obligated to pay, before any
claim (including, without limitation, claims for labor, services, materials and
supplies) arises for sums which have become due and payable. Borrower may
contest such taxes in good faith as long as the Project is not subject to being
delinquent as a result of such challenge. If the Association fails to make such
payments, during the time Borrower maintains direct or indirect control of the
Association, Borrower shall promptly pay such amounts. Borrower acknowledges and
agrees that Lender may require the establishment of an escrow account or a tax
escrow agent be retained to collect and pay any taxes payable by Borrower or the
Association. Except for (a) the Liens in favor of Lender granted pursuant to the
Loan Documents, (b) the Permitted Liens, (c) Liens as are expressly provided for
pursuant to the Timeshare Declaration related to unpaid assessments by a
Purchaser with respect to such Purchaser's Timeshare Interest, which shall, in
any event, be subordinate to the Lien of Lender, Borrower covenants that no
statutory or other Liens whatsoever (including, without limitation, mechanics',
materialmen's, judgment or tax liens) shall attach to any of the Collateral or
the Project.

12.8. Inspections. Borrower shall, at any time and from time to time
and at the expense of Borrower, permit Lender or its agents or representatives
(including the Inspector) to inspect the Mortgaged Property, the Collateral and
Borrower's assets or property, and to examine and make copies of and abstracts
from its and, to the extent it has access thereto or possession thereof, the
Association's, books, accounts, records, original correspondence, computer
tapes, disks, software, and other papers as it may desire; and to discuss its
affairs, finances and accounts with any of its officers, employees, Affiliates,
Contractors or independent public accountants (and by this provision Borrower
authorize said accountants to discuss with Lender, its agents or
representatives, the affairs, finances and accounts of Borrower). All audits and
inspections which shall not be more than one time per year unless and until an
Event of Default has occurred and is continuing (including without limitation,
those occurring before and after closing hereunder) shall be at Borrower's
expense, including all reasonable travel expenses of Lender's employees.

12.9. Records. Borrower shall keep adequate records and books of
account reflecting all financial transactions of Borrower and with respect to
the Project in which complete entries will be made in accordance with GAAP.
Borrower will maintain to the satisfaction of Lender accurate and complete
books, records and files relating to the Project, the Collateral and the Work.
Borrower shall permit Lender to audit and inspect at any time, and shall
promptly deliver to Lender upon Lender's request therefor, all such books,
records and files.

12.10. Management. Borrower shall cause the Project to be managed at
all times by Manager or a Person or Persons who have substantial experience,
background and demonstrated ability to perform, in accordance with a Management
Agreement satisfactory to Lender, and who are in all other respects satisfactory
to Lender.

12.11. Maintenance. Borrower shall maintain, or shall cause to be
maintained, or to the extent provided for pursuant to the Timeshare Declaration,
shall cause the Association to maintain, the Project in good repair, working
order and condition and shall make all necessary replacements and improvements
to the Project so that the value and operating efficiency of the Project will be
maintained at all times and so that the Project remains in compliance in all
material respects with the Timeshare Act, the Condominium Act, the Project
Documents and all applicable Legal Requirements.

12.12. Local Legal Compliance. Borrower will comply, and will cause
the Mortgaged Property to comply, in all material respects with all applicable
restrictive covenants, applicable planning, zoning or land use ordinances and
building codes, all applicable health and Environmental Laws and regulations,
and in all material respects with all other applicable Legal Requirements.

12.13. Registration Compliance. Borrower will maintain, or cause to
be maintained, all necessary registrations, current filings, consents,
franchises, approvals, and exemption certificates, and Borrower will make or
pay, or cause to be made or paid, all registrations, declarations or fees with
the Division and any other Governmental Agency, whether in the state or another
jurisdiction which may be required in connection with the Mortgaged Property and
the occupancy, use and operation thereof, the incorporation of Units into the
timeshare plan established pursuant to the Timeshare Declaration and the Project
Documents, the Club Documents, and the sale, advertising, marketing, and
offering for sale of Timeshare Interests. All such registrations, filings and
reports will be truthfully completed; and true and complete copies of such
registrations, applications, consents, licenses, permits, franchises, approvals,
exemption certificates, filings and reports will be delivered to Lender.
Borrower shall advise Lender of any material changes with respect to their sales
programs for the Project.

12.14. Other Compliance. Borrower will comply in all material
respects with all Legal Requirements, including to the extent applicable, but
not limited to: the Timeshare Act; the Condominium Act; the Consumer Credit
Protection Act; Regulation Z of the Federal Reserve Board; the Equal Credit
Opportunity Act; Regulation B of the Federal Reserve Board; the Federal Trade
Commission's 3-day cooling-off Rule for Door-to-Door Sales; ILSA; Section 5 of
the Federal Trade Commission Act; the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act; federal postal
laws; applicable state and federal securities laws; applicable usury laws;
applicable trade practices, home and telephone solicitation, sweepstakes,
anti-lottery and consumer credit and protection laws; applicable real estate
sales licensing, disclosure, reporting and escrow laws; the ADA; RESPA; all
amendments to and rules and regulations promulgated under the foregoing acts or
laws; and other applicable federal statutes and the rules and regulations
promulgated thereunder; and any state law or law of any state (and the rules and
regulations promulgated thereunder) relating to ownership, establishment or
operation of the Project, or the sale, offering for sale, or financing of
Timeshare Interests.

12.15. Further Assurances. Borrower will execute and deliver, or
cause to be executed and delivered, such other and further agreements,
documents, instruments, certificates and assurances as, in the judgment of
Lender exercised in good faith may be necessary or appropriate to more
effectively evidence or secure, and to ensure the performance of, the
Obligations.

12.16. Maintenance and Amenities. Borrower will maintain, or will
cause the Association to maintain, during the time Borrower maintains direct or
indirect control of the Association, the Project in good condition and repair,
and in accordance with the provisions of the applicable Project Contracts,
Declarations and other Project Documents, and Borrower will cause each Purchaser
of a Timeshare Interest at the Project to have continuing access to, and the use
of to the extent of such Purchaser's use periods, all of the common area,
Amenities, and related or appurtenant services, rights and benefits, all as
provided in the Declarations, Project Documents and the Club Documents.

12.17. Loan Costs. Whether or not the transactions contemplated
hereunder are completed, Borrower agrees to pay all existing and future Loan
Costs. The provisions of this Section shall survive repayment of the Obligations
or termination of this Agreement.

12.18. Indemnification of Lender. In addition to (and not in lieu
of) any other provisions of any Loan Document providing for indemnification in
favor of Lender, Borrower agrees to defend, indemnify and hold harmless Lender
and its participants and their subsidiaries, affiliates, officers, directors,
agents, employees, representatives, consultants, Contractors, servants, and
attorneys, as well as the respective heirs, personal representatives, successors
or assigns of any or all of them (hereafter collectively the "Indemnified Lender
Parties"), from and against,

and promptly pay on demand or reimburse each of them with respect to, any and
all liabilities, claims, demands, losses, damages, costs and expenses (including
without limitation, reasonable attorneys' and paralegals' fees and costs),
actions or causes of action of any and every kind or nature whatsoever asserted
against or incurred by any of them by reason of or arising out of or in any way
related or attributable to: (a) any failure or alleged failure of Borrower to
perform any of its covenants or obligations with respect to the Mortgaged
Property or to the Purchasers of any of the Timeshare Interests; (b) the
development of the Mortgaged Property; (c) the debtor-creditor relationships
between Borrower on the one hand, and the Purchasers or Lender or its
participants, as the case may be, on the other; (d) the operation of the Project
or sale of Timeshare Interests; (e) Borrower's performance under or related to
this Agreement, the Loan Documents, the Commitment or the Collateral; (f) the
transactions contemplated under any of the Loan Documents or any of the Project
Documents or Club Documents to be performed by Borrower, including without
limitation, those in any way relating to or arising out of the violation of any
Legal Requirements, including the Condominium Act and the Timeshare Act; (g) any
breach of any covenant or agreement or the incorrectness or inaccuracy of any
representation and warranty of Borrower contained in this Agreement or any of
the Loan Documents (including without limitation any certification of Borrower
delivered to Lender); (h) any and all taxes, including real estate, personal
property, sales, mortgage, excise, intangible or transfer taxes, and any and all
fees or charges to be paid by Borrower including, without limitation under the
Timeshare Act, which may at any time arise or become due prior to the payment,
performance and discharge in full of the Obligations; (i) the breach of any
representation or warranty of Borrower as set forth herein regarding any
Environmental Laws; (j) the failure of Borrower to perform any obligation or
covenant herein required to be performed pursuant to any Environmental Laws; (k)
the use, generation, storage, release, threatened release, discharge, disposal
or presence on, under or about the Mortgaged Property of any Hazardous
Materials; (l) the removal or remediation of any Hazardous Materials from the
Mortgaged Property required to be performed pursuant to any Environmental Laws
or as a result of recommendations of any environmental consultant or as required
by Lender; (m) claims asserted by any Person (including without limitation any
governmental or quasi-governmental agency, commission, department,
instrumentality or body, court, arbitrator or administrative board
(collectively, a "Governmental Agency"), in connection with or any in any way
arising out of the presence, use, storage, disposal, generation, transportation,
release, or treatment of any Hazardous Materials on, in, under or affecting the
Mortgaged Property; (n) the violation or claimed violation of any Environmental
Laws in regard to the Mortgaged Property; (o) the preparation of an
environmental audit or report on the Mortgaged Property, whether conducted by
Lender, Borrower, or a third-party, or the implementation of environmental audit
recommendations or (p) any broker fees or commissions or similar compensation.
Such indemnification shall not give Borrower any right to participate in the
selection of counsel for Lender or the

conduct or settlement of any dispute or proceeding for which indemnification may
be claimed. Lender agrees to give Borrower written notice of the assertion of
any claim or the commencement of any action or lawsuit described in this
Section.

It is the express intention of the parties hereto that the indemnity
provided for in this Section, as well as the disclaimers of liability referred
to in this Agreement, are intended to and shall protect and indemnify Lender
from the consequences of Lender's own negligence (but not Lender's gross
negligence or intentional tortious conduct) whether or not that negligence is
the sole or concurring cause of any liability, obligation, loss, damage,
penalty, action, judgment, suit, claim, cost, expense or disbursement. The
provisions of this Section shall survive the full payment, performance and
discharge of the Obligations and the termination of this Agreement, and shall
continue thereafter in full force and effect.

12.19. Use of Borrower's Names. Lender may use the name of Borrower
and the Project in any press release, advertisement or other promotional
materials issued in respect to the Loan. Lender will provide notice and a copy
of any such advertisement materials to Borrower.

12.20. Right to Provide Future Financing. Borrower hereby agrees
that Lender shall have the right to provide the construction, renovation and
development financing for all future phases of timeshare Units to be constructed
in connection with the Project. Borrower hereby grants to Lender a first
opportunity at Lender's sole discretion, to provide all acquisition,
construction, renovation and development financing for the Project, upon the
same financial terms or terms more favorable to Borrower, for acquisition,
construction, renovation or development financing as contained in this Agreement
to be secured by all of the Collateral and such other collateral as may be
requested by Lender.

Borrower shall not enter into any financing agreement with any other
Person relating to the acquisition, construction, renovation or development
financing for the Project unless and until Borrower has provided written notice
to Lender via certified mail (return receipt requested) that Borrower intends to
obtain such financing and Lender has waived in writing the option and rights as
set forth in this section. Notwithstanding the foregoing, Lender shall be deemed
to have waived the option and rights as set forth in this Section if Lender
fails to provide Borrower with a signed letter of intent on terms acceptable to
Borrower regarding such financing within thirty (30) days from the date on which
Borrower has provided Lender with all information required by Lender related to
such financing. The provisions of this Section shall survive payment,
performance and discharge of the Obligations and the termination of this
Agreement, and shall continue thereafter in full force and effect, and shall be
secured by all the Collateral pledged by Obligors to Lender under the Loan
Documents.

12.21. Inspector. An architectural or engineering firm or firms
acceptable to Lender (the "Inspector") may be retained by Lender at Borrower's
expense for the purpose of performing inspections as the Work progresses and
certifying that each Advance of the Loan is not in excess of the Work completed,
less retainage, and that proceeds of Loan are sufficient to complete the Work
and covering such other matters as Lender shall require. Any such inspections
shall be for Lender's sole benefit and will not be relied upon by Borrower.
Borrower shall pay all reasonable expenses of the Inspector in connection with
periodic inspections of the progress of the Work and any pre-closing or
post-closing meeting, audits or inspections.

12.22. Sales and Marketing. Sales and marketing activities at the
Mortgaged Property will be conducted by Borrower or a sales and marketing
organization affiliated with, contracted with or employed by Borrower.

12.23. Project Contracts. Subject to the rights of the Association,
Lender shall have the right to review and approve all present and future Project
Contracts which affect the Phase 2 Units or the Mortgaged Property for amounts
equal to or greater than $50,000 per year per Project Contract and all
modifications, extensions or terminations thereof, all of which shall be
acceptable to Lender in its reasonable discretion, which approval shall not be
unreasonably withheld or delayed.

12.24. Consents. Borrower shall obtain all consents, approvals and
authorizations for the transactions contemplated under this Agreement, which
consents, approvals and authorizations must be in form and content acceptable to
Lender in its reasonable discretion.

12.25. Engineering Survey. At any time upon the request of Lender,
to the extent Lender has a reasonable basis to believe a problem exists,
Borrower shall obtain, at Borrower's cost, an engineering report or reports, by
an engineering firm acceptable to Lender, covering the Mortgaged Property and/or
Units confirming that the Units are mechanically and structurally sound. If such
report or reports discloses any defects or inadequacies, Borrower shall promptly
take all corrective actions, at Borrower's expense.

12.26. Intentionally Omitted.

12.27. Exchange Company. Lender has received evidence satisfactory
to Lender that the Project has been accepted by Resort Condominiums
International LLC ("RCI") into its reciprocal exchange program and continues
along with Borrower (or Guarantor) to remain affiliated therewith as of the
Closing Date. Borrower agrees that the Project shall at all times be affiliated
with either RCI or Interval International. Borrower agrees to pay the applicable
external exchange company any and all fees which are properly assessed by the
exchange company in

connection with Borrower's or the Project's affiliation therewith. Borrower
shall continue to sell memberships in the applicable exchange company for so
long as it is authorized to do so.

12.28. Intentionally Omitted.

12.29. One to One Ratio Compliance. Borrower covenants that it will
use its best efforts to cause the Club manager to maintain at all times the One
to One Ratio in a manner consistent with the Club Documents. Borrower shall use
its best efforts to cause Club manager to provide Lender with a report on an
annual basis which indicates and documents compliance with the One to One Ratio.

13. Reporting Requirements. So long as any portion of the Obligations
remains unsatisfied or this Agreement has not been terminated, Borrower shall
furnish (or cause to be furnished, as the case may be) to Lender the following:

13.1. Intentionally Omitted.

13.2. Quarterly Financial Reports. As soon as available and in any
event within forty-five (45) days after the end of each fiscal quarter, if
applicable, of Guarantor, a Form 10-Q of Guarantor for such fiscal quarter.
Lender will accept electronic notification of the filing of Guarantor's Form
10-Q with the SEC as delivery of Guarantor's financial statements required under
this Agreement.

13.3. Annual Financial Reports of Guarantor. As soon as available
and in any event within ninety (90) days after the end of each of calendar year,
the financial statements of Guarantor, all in such detail and scope as may be
reasonably required and certified by Guarantor to be true, correct and complete,
and otherwise acceptable to Lender. Lender will accept electronic notification
of the filing of Guarantor's Form 10-K with the SEC as delivery of Guarantor's
financial statements required under this Agreement.

13.4. Officer's Certificate. Each set of annual financial statements
and quarterly financial statements delivered to Lender pursuant to Sections 13.2
and 13.3 of this Agreement will be accompanied by a certificate of Borrower in
the form of Exhibit "G" attached hereto setting forth that the signer has
reviewed the relevant terms of this Agreement (and all other agreements and
exhibits between the parties) and have made, or caused to be made, under his/her
supervision, a review of the transactions and conditions of Borrower and the
Mortgaged Property from the beginning of the period covered by the financial
statements or reports being delivered therewith to the date of the certificate
and that such review has not disclosed the existence during such period of any
condition or event which constitutes an Incipient Default or Event of Default
or, if any such condition or event existed or exists or will exist, specifying
the nature and period of existence thereof and what action Borrower has taken or
proposes to take with respect thereto.

13.5. Audit Reports. Promptly upon receipt thereof, one copy of each
other report submitted to Borrower by independent public accountants or other
Persons in connection with any annual, interim or special audit made by them of
the books of Guarantor or the Mortgaged Property .

13.6. Inventory Report and Sales Reports. Within twenty (20) days
after the end of each month, Borrower shall deliver to Lender an inventory
report as of the prior month end, detailing the status (available, restricted,
trades, write off, sold (separating deeded sold and pre-sale sold) and model) of
all Timeshare Interests in Phase 2 of the Project. Within twenty (20) days after
the end of each month, Borrower shall deliver to Lender a sales report as of the
prior month end, detailing sales, cancellations and closings for the previous
month of Timeshare Interests in Phase 2 of the Project. Such monthly reports
shall be certified by Borrower to be true, correct, and complete and otherwise
in a form approved by Lender. Borrower shall also provide Club reports if
requested by Lender.

13.7. Association Reports. As soon as available and in any event
within one hundred and eighty (180) days after the end of each fiscal year for
the Association a balance sheet and income statement for the Association
prepared in accordance with GAAP and on a basis consistent with prior accounting
periods. The annual financial statements of the Association shall be certified
by the President of the Association to be true, correct and complete and
otherwise acceptable to Lender.

13.8. Notice of Default or Event of Default. Immediately upon
becoming aware of the existence of any condition or event which constitutes an
Incipient Default or an Event of Default, a written notice specifying the nature
and period of existence thereof and what action Borrower are taking or propose
to take with respect thereto.

13.9. Notice of Claimed Default. Immediately upon becoming aware
that the holder of any material obligation or of any evidence of material
indebtedness of Borrower has given notice or taken any other action with respect
to a claimed default or event of default thereunder which default or claimed
default would in Lender's reasonable judgment have an effect on Borrower's or
Guarantor's ability to perform each of their obligations hereunder, a written
notice specifying the notice given or action taken by such holder and the nature
of the claimed default or event of default and what action Borrower is taking or
proposes to take with respect thereto.

13.10. Material Adverse Developments. Immediately upon becoming
aware of any litigation, claim, action, proceeding, development or other
information which is expected to materially and adversely affect Borrower,
Guarantor, the Collateral, the Project, or the business, prospects, profits or
condition (financial or otherwise) of Borrower, Guarantor or the ability of
Borrower or Guarantor to perform its Obligations under the Loan Documents, or of
the existence of any

dispute between Borrower and any governmental or regulatory body or any other
party which dispute is expected to materially delay or interfere with Borrower's
normal business operations or the Work, Borrower shall provide Lender with
telephonic or telegraphic notice, followed by telecopied and mailed written
confirmation, specifying the nature of such litigation, development, information
or dispute and such anticipated effect. At the request of Lender, Borrower shall
appear in and defend in favor of Lender, at Borrower's sole expense, with regard
to any such claim, action or proceeding.

13.11. Other Information. Borrower will promptly deliver to Lender
any other information related to the Work, the Collateral, the Project, Borrower
or Guarantor, as Lender may in good faith request.

14. Negative Covenants. Obligors hereby covenant and agree with Lender as
follows:

14.1. Organization. Obligors will not amend, modify or supplement
their Governing Documents in any material respect.

14.2. Project Contracts. No Project Contract equal to or greater
than $50,000 per year shall be modified, extended, terminated or entered into,
without the prior written approval of Lender, which approval shall not be
unreasonably withheld or delayed.

14.3. Limitation on Other Debt/Further Encumbrances. Borrower will
not obtain financing or grant Liens with respect to the Mortgaged Property, the
Project Contracts, the Collateral, any Units or Timeshare Interests, other than
loans from and Liens in favor of Lender and other than the Permitted Liens.

14.4. Intentionally Omitted.

14.5. Amendment of Declarations, Etc. To the extent within the
direct or indirect control of Obligors, Obligors will not without the prior
written consent of Lender, which consent shall not be unreasonably withheld,
record, file or permit any amendment of the Declarations or the Articles of
Incorporation or By-Laws of the Association, or assign any of their rights under
the Declarations. Without the prior written consent of Lender, which consent
shall not be unreasonably withheld or delayed, Borrower, as owner of Units,
shall not vote in favor of any amendment of the Declarations or the Articles of
Incorporation or By-Laws of the Association. Further, Borrower shall not assign
any of its rights under the Declarations to any Person other than Lender.

14.6. Ownership. Obligors will not permit any change in the
ownership interests in Borrower or any change, direct or indirect, in the
management or control of Borrower as a result of which Guarantor will cease to
own 100% of all outstanding and issued stock of Borrower.

14.7. Other Liens or Assignments. Obligors will not sell, convey,
transfer, pledge, hypothecate, encumber, grant or permit to exist a lien or
security interest in any of the Collateral or in any of the Project Contracts,
other than liens in favor of Lender, matters set forth in the title policy
provided Lender and other than those liens identified on Schedule 14.7 attached
hereto (collectively the "Permitted Liens"). Notwithstanding the foregoing,
Obligors may sell Timeshare Interests to Purchasers in the ordinary course of
Obligors' business, provided that Obligors pay to Lender the required Release
Payments related to such sales.

14.8. Merger, Etc. Obligors will not change their respective names,
enter into any merger, consolidation or reorganization or reclassify their
ownership interests without the prior written consent of Lender, except Borrower
may merge or consolidate into an Affiliate of Borrower or Guarantor or Guarantor
may merge or consolidate or be acquired by ▇▇▇▇▇▇ Corporation or an Affiliate
thereof. If Guarantor merges or consolidates into ▇▇▇▇▇▇ Corporation or any
Affiliate thereof, Borrower or Guarantor shall (subject to compliance with
applicable Legal Requirements) provide Lender with at least fifteen (15)
Business Days written notice prior to the public announcement of such merger or
consolidation.

14.9. Use of Lender's Name. Without the prior written consent of
Lender, Borrower will not, and will not permit any Affiliate of any Borrower to
use the name of Lender or the name of any affiliate of Lender in connection with
any of their respective businesses or activities, except in connection with
internal business matters and as required in dealings with governmental
agencies. Guarantor shall be permitted to use Lender's name in its investor
relations presentations.

14.10. Transactions with Affiliates. Without the prior written
consent of Lender, Borrower will not enter into any transaction with any
Affiliate of Borrower in connection with the Mortgaged Property (except for the
Management Agreement), including, without limitation, relating to the purchase,
sale or exchange any assets or properties or the rendering of any service.

14.11. Name or Address Change. Borrower will not change its name and
will not change its chief executive office or the location at which they do
business without at least fifteen (15) days prior written notice to Lender and
delivery to Lender of such UCC amendments or other financing statement and
access agreement as Lender may require to maintain Lender's Lien against any of
the Collateral and Lender's ability to obtain access to such Collateral and
Borrower's books and records.

14.12. Intentionally Omitted.

14.13. Distributions. Obligors will not declare or pay any dividends
or distributions if any Event of Default then exists or if such dividend or
distribution would result in an Incipient Default or an Event of Default, except
Borrower may

make dividends or distributions to Guarantor and Guarantor may make dividends
and distributions to its shareholders at any time.

14.14. Intentionally Omitted.

14.15. Intentionally Omitted.

14.16. Restrictions on Transfers. Without the prior written consent
of Lender, Obligors shall not, whether voluntarily or involuntarily, by
operation of law or otherwise: (a) transfer, sell, pledge, convey, hypothecate,
factor or assign all or any portion of the Mortgaged Property or the Collateral,
or contract to do any of the foregoing, including, without limitation, pursuant
to options to purchase, and so-called "installment sales contracts," "land
contracts" or "contracts for deed" (except that Borrower shall have the right to
sell Timeshare Interests to Purchasers in arms-length transactions); (b) lease
or license the Mortgaged Property or any portion of the Mortgaged Property, or
change the legal or actual possession or use thereof; or (c) cause or permit the
assignment, pledge or other encumbrance of any of the Project Contracts or all
or any portion of Borrower's right, title or interest in the Declarations.

14.17. Restrictive Covenants. Without the prior written consent of
Lender, Borrower will not consent to, or otherwise acquiesce in, any change in
any private restrictive covenant, planning or zoning law or other public or
private restriction, which would limit or alter the use of the Mortgaged
Property, except Borrower may record documents in connection with development of
the Project provided same are consented to by Lender.

14.18. Intentionally Omitted.

14.19. Intentionally Omitted.

14.20. Intentionally Omitted.

14.21. Amenities. Borrower will not make any promises of or
representations regarding any Amenities and their availability for use by
Purchasers, unless such Amenities are fully completed and the right of the
Purchasers to use such Amenities is set forth in a legally binding agreement
approved by Lender in writing or such potential use is accurately disclosed.

14.22. Changes in Accounting. Borrower and Guarantor shall not
change their method of accounting unless such change is permitted by GAAP and
provides such change does not have the effect of curing or preventing what would
otherwise be an Event of Default if such change had not taken place unless such
change is required by GAAP.

14.23. Club Reservation System. Should the Reservation System become
otherwise unavailable to the Club as a result of termination of the Club
management contract by and between the Vacation Club Managing Entity, Vacation
Trust, Inc., a Florida corporation, as Trustee pursuant to the terms of the
Trust Agreement (as defined in the POS) (the "Club Trustee") and Bluegreen
Vacation Club, Inc. ("Management Contract") or as a result of termination of the
existence of the Vacation Club Managing Entity, then Borrower or Guarantor shall
use their best efforts to cause the appropriate persons or entities to comply in
all material respects with the F.S. Ch 721 - the Florida Vacation Plan and
Timesharing Act (specifically Florida Statutes Chapter 721.56 (5), as may be
applicable, together with the then-current Bluegreen Vacation Club Multi-Site
Public Offering Statement approved by the Division ("POS"), which presently
provides that in the event of termination of the Vacation Club Managing Entity,
a trust arrangement meeting the criteria of 721.56(5)(b) shall be established to
provide for an adequate period of continued operation of the Reservation System
for the Club until a substitute reservation system can be acquired.

15. Affiliate Indebtedness. Borrower agrees that all Affiliate
Indebtedness at any time owing by Borrower shall be unsecured and shall be
absolutely subordinated to the Obligations except payments of Affiliate
indebtedness may be made so long as no Event of Default exists and is
continuing. Except as set forth above, Borrower will not, directly or
indirectly: (a) permit any payment to be made in respect of any indebtedness,
liabilities or obligations, direct or contingent, to any Affiliate which are
subordinated by the terms thereof or by separate instrument to the payment of
the Obligations, except in accordance with the terms of such subordination; (b)
permit the amendment, rescission or other modification of any such subordination
provisions of any of Borrower's subordinated obligations in such a manner as to
affect adversely Lender's Lien in and to the Collateral or Lender's senior
priority position and entitlement as to payment and rights with respect to the
Obligations; or (c) permit the prepayment or redemption, of all or any part of
Borrower's obligations to any Affiliate, or of any subordinated obligations of
Borrower, except in accordance with the terms of such subordination provisions.

16. Financial Covenants.

16.1. Minimum Tangible Net Worth. Guarantor shall maintain Tangible
Net Worth determined on a consolidated basis of not less than (a) $225,000,000
plus 50% of Guarantor's consolidated Net Income for the fiscal year ending
December 31, 2007, as of the date of this Agreement and at all times thereafter,
which shall be measured and confirmed quarterly and annually to Lender's
satisfaction, until the Loan is paid in full and Lender shall have no further
obligation to fund any Advances hereunder. The terms "Tangible Net Worth" and
"Net Income" shall have the meanings given to them under GAAP.

16.2. Minimum Debt to Tangible Net Worth Ratio. Guarantor shall not
permit the ratio of its total debt (excluding liabilities subordinated to the
Loan and non-recourse receivable backed debt), as determined in accordance with
GAAP, to its Tangible Net Worth as determined in accordance with GAAP, to exceed
2.5 to 1.0, which shall be measured and confirmed annually to Lender's
satisfaction until the Loan is paid in full and Lender shall have no further
obligations to fund any Advance hereunder.

17. Conditions of and Documents to be Delivered at the Closing. The
following are conditions of Closing. To the extent that the conditions involve
the delivery to Lender of any documents or other due diligence items, such
documents and items must be in form and content acceptable to Lender in its
discretion.

17.1. Loan Documents. Lender shall receive all of the Loan Documents
duly executed by all parties thereto.

17.2. Opinions of Counsel. Lender shall receive an opinion of local
Wisconsin and corporate counsel for Obligors and the Association.

17.3. Project Documents. Lender shall receive a copy of each of the
following and all amendments thereto, certified as to accuracy and completeness
by the Borrower:

(a) Declarations;

(b) Condominium and/or Timeshare Plan;

(d) Projected cash flows for the Mortgaged Property;

(e) Association Articles of Incorporation and By-laws;

(f) Management Agreement;

(g) Rules and Regulations;

(h) Owner's purchase contract and warranty deed; and

(i) Such other Project related documents as Lender may
require.

17.4. Association Documents. Lender shall receive a copy of the Governing
Documents of the Association and all amendments thereto.

17.5. Obligors' Documents. Lender shall receive a copy of the Governing
Documents of each Obligor and all amendments thereto, certified as to

accuracy and completeness by either an officer of such Obligor or by the public
official in whose office the same are recorded or filed.

17.6. Good Standing Certificates. Lender shall receive current good
standing certificates issued by the secretaries of the states of their
respective formation and all other states in which they do business, confirming
the current good standing and qualification of each Obligor in such states.

17.7. Insurance. Lender shall receive certificates of insurance or
policies of insurance evidencing that all insurance (including flood insurance,
if required) required by the Timeshare Declaration, the Lender's Mortgage, this
Agreement or the Agreement to Provide Insurance is in force and will not attempt
to cancel without at least thirty (30) days written notice by the insurance
carrier to Lender.

17.8. Flood Insurance. If any portion of any of the Project is
within an area designated by the Director of the Federal Emergency Management
Agency, pursuant to the Flood Disaster Protection Act of 1973, as amended, as
one having special flood hazards, Obligors shall deliver to Lender evidence that
the buildings and other improvements within such areas are covered by flood
insurance to the maximum limit of coverage available under the Flood Disaster
Protection Act of 1973, as amended. If no portion of the Project is within such
a special flood hazard area, Obligors shall provide Lender with confirmation of
such fact from a surveyor, the municipality in which the Project is located or
Obligors' counsel.

17.9. Authorizing Resolutions. Lender shall receive a copy of the
resolutions of each Obligor authorizing the transactions contemplated hereunder
and the execution of the Loan Documents and all collateral documents on behalf
of each Obligor.

17.10. UCC-1 Financing Statements. Lender shall receive confirmation
that UCC-1 financing statements naming Lender as secured party and Borrower as
debtor describing all Collateral now or hereafter assigned by Borrower to Lender
pursuant hereto have been filed with the Secured Transactions Registry of
Florida and the Public Records for St. ▇▇▇▇▇ County, Florida.

17.11. UCC-1 Search Report. Lender shall receive a current search
report from a UCC search company approved by Lender setting forth all UCC-1
filings, tax liens and judgment liens made against each Obligor. Such search
report must indicate that at the time of the filing of the financing statements
(Form UCC-1) in favor of Lender there were on file no financing statements or
liens evidencing a security interest in any Collateral.

17.12. Releases. Lender shall receive releases and satisfactions
from all persons or entities holding liens, claims or encumbrances against the
Mortgaged Property or any of the Collateral.

17.13. Closing Certificates. Lender shall receive the executed
closing certificate of each Obligor certifying to Lender that all
representations and warranties of Obligors in this Agreement are accurate and
complete and that Obligors or have complied with all covenants and conditions of
closing set forth in this Agreement.

17.14. Compliance. Lender shall receive evidence satisfactory to
Lender that Borrower, Guarantor and the Project are in compliance in all
material respects with all Legal Requirements.

17.15. Borrower's Certificate of Indemnity. Lender shall receive
Borrower's Certificate of Indemnity, if necessary, in form and content
sufficient to permit the Title Company to delete any exception for parties in
possession, matters of survey, mechanics' or materialmen's liens, the gap
period, and taxes and assessments which are due and payable.

17.16. Mortgagee Title Insurance Commitment and Policy. Lender shall
receive a commitment to issue a Title Policy underwritten by the Title Company,
in an amount at least equal to $12,500,000 and insuring that the Lender's
Mortgage creates a first lien in and to the Mortgaged Property without exception
for any persons claiming a right to use or occupy the Mortgaged Property except
as agreed to by Lender, filed and unfiled mechanics' liens and claims, taxes
(whether liened or not) or for matters which an accurate survey would disclose
and subject only to such exceptions and conditions to title as Lender shall
approve in writing. Borrower shall also cause to be delivered to Lender a pro
forma lender's policy of title insurance. The Title Policy shall be consistent
with the title commitment and pro forma lender's policy. Such Title Policy shall
contain such affirmative coverage as Lender deems necessary, including but not
limited to, an affirmative statement or endorsement that the Title Policy
insures Lender against all mechanics' and materialmen's liens arising from or
out of construction of the Work and shall contain endorsements in form and
content reasonably acceptable to Lender: (a) insuring against matters which
would be disclosed on an accurate survey; (b) insuring that no building
restriction or similar exception to title disclosed on the Title Policy has been
violated and that any violation thereof would not create or result in any
reversion, reverter or forfeiture of title; (c) insuring compliance of the
Project with all zoning requirements; (d) insuring over any environmental
superlien or similar lien; (e) a contiguity endorsement (if applicable); (f)
available interest rate endorsement; and (g) any other endorsements reasonably
requested by Lender. The Title Policy shall provide that Lender shall receive an
endorsement to the Title Policy on the date of each Advance: (i) indicating that
since the date of the last preceding Advance there has been no change in the
state of title and no mechanics' or materialmen's lien, claim or lien or similar
notice has been filed against the Project; (ii) updating the Title Policy to the
date of such Advance; and (iii) increasing the coverage of the Title Policy by
an amount equal to such Advance, if the Title Policy does not by its own terms
provide for such an increase. The

condition of title must be satisfactory to Lender in all respects. The final
Title Policy must be delivered to Lender at or promptly after the Closing Date
but in no event later than thirty (30) days following the Closing Date
consistent in all respects with the title commitment and pro forma lender's
policy.

17.17. Taxes and Assessments. Lender shall receive evidence that all
taxes and assessments related to the Project have been paid, or will be paid out
of closing proceeds, which taxes and assessments include, without limitation,
real property taxes, and any assessments related to the Mortgaged Property.
Borrower shall have provided evidence satisfactory to Lender that the Units have
been segregated from all other property on the applicable municipal tax rolls.

17.18. Preclosing Inspections. Lender shall have conducted and
approved due diligence investigations satisfactory to Lender of the Obligors and
the Mortgaged Property.

17.19. Expenses. Obligors shall have paid all fees and expenses
required to be paid to Lender prior to or at Closing pursuant to this Agreement.

17.20. Intentionally Omitted.

17.21. Intentionally Omitted.

17.22. Permits and Approvals. Lender shall have received copies of
all existing building and renovation permits, all other applicable governmental
permits, approvals, consents and licenses for the Mortgaged Property and
satisfactory evidence that the Mortgaged Property and the intended uses of the
Mortgaged Property are and will be in compliance with all Legal Requirements.
Such evidence may include letters, licenses, permits, certificates and other
correspondence from the appropriate governmental authorities, opinions of
Borrower's attorney or other attorneys, as Lender may determine or other
confirmation acceptable to Lender. All such approvals shall continue to be
legally valid and shall remain in full force and effect after issuance and until
the Loan is repaid in full.

17.23. Project Contracts. Lender shall have received executed copies
of all Project Contracts.

17.24. Compliance with Planning and Zoning Stipulations. Obligors
shall have furnished Lender with evidence of compliance of the Project with
applicable zoning and other governmental requirements as Lender may require.

17.25. Project Broker. Lender shall have received evidence that
Borrower has retained a broker of record for the Project as may be required by
applicable law.

17.26. Escrow Agreements. Lender shall have received such executed
Escrow Agreements as Lender may reasonably require.

17.27. Credit References. Lender shall have received satisfactory
credit references on the Obligors and the officers of the Obligors from such
creditors as may be required by Lender.

17.28. Construction Equity. Lender shall have received evidence that
Borrower is funding from its own funds (and not with proceeds of the Loan) at
least 15% of the verifiable costs to complete the Work for Phase 2 of the
Project.

17.29. Post-Closing Requirements. If Lender agrees in its sole
discretion to complete closing under this Agreement even though certain
conditions or requirements have not been satisfied, Obligors agree to satisfy
such conditions and requirements within the time periods set forth in any
post-closing letter agreement, but is not otherwise specified in any event no
later than 90 days after the date of this Agreement.

17.30. Other. Lender shall have received such other documents,
opinions and items as Lender may reasonably request.

By completing the closing hereunder, or by making advances hereunder,
Lender does not thereby waive a breach of any warranty or representation made by
Borrower or Guarantor hereunder or any agreement, document, or instrument
delivered to Lender or otherwise referred to herein, and any claims and rights
of Lender resulting from any breach or misrepresentation by Borrower or
Guarantor is specifically reserved by Lender.

18. Conditions to Lender's Obligation to Make Construction Advances. In
addition to, but not in limitation of, any other conditions set forth in this
Agreement, Lender's obligation to make any Construction Advance shall be subject
to fulfillment of the following conditions to Lender's satisfaction. To the
extent that the conditions involve the delivery to Lender of any documents or
other due diligence items, such documents and items must be in form and content
reasonably acceptable to Lender in its discretion.

18.1. Documents. Lender shall have received the documents and items
required under Section 17, as applicable.

18.2. Representations and Warranties. The representations and
warranties of Obligors contained in this Agreement or otherwise made by or on
behalf of Obligors to Lender in connection with the transactions contemplated
hereby shall have been true and complete when made and as of the time of each
Construction Advance.

18.3. Covenants. Obligors shall have fully performed and complied
with all agreements and conditions contained in the Loan Documents.

18.4. No Default. No Incipient Default or Event of Default shall
have occurred.

18.5. Request for Construction Advance. Except as otherwise provided
in this Agreement, Lender shall have received a Request for Construction Advance
duly executed on behalf of Borrower with such supporting documentation as Lender
may require. Each Request for Construction Advance shall:

(a) specify the principal amount of the Construction Advance
requested and the specific category and amount of costs of the Work to be paid
with the proceeds thereof;

(b) be submitted with a completed standard AIA requisition
form or equivalent that describes the total cost budget in detail, by line item
categories on the construction budget, with each line item including detail of
the total amount completed and stored to date, the total amount of prior
Construction Advances, the amount of the current requested Construction Advance
and the balance to complete the remainder of the Work on Phase 2 of the Project;

(d) contain a certification by Borrower and/or the Inspector,
to the effect that the progress of construction is in accordance with the
applicable Specifications and is such that the applicable Work will be completed
by the Phase 2 Completion Date; and

(e) be accompanied by an internal cost report (including check
numbers for bills paid) and if requested by Lender then such further back-up
(including copies of bills and paid invoices), as reasonably requested or other
documentation satisfactory to Lender that provide evidence for the costs
requested to be advanced and evidence, as necessary, that Construction Advances
made pursuant to prior Requests for Construction Advance for costs that were
billed and not yet paid have been expended as requisitioned.

(f) state that the representations, warranties and covenants
of Borrower contained in this Agreement and any closing or funding related
certifications are true and correct as of the date of the request and, after
giving effect to the making of such requested Advance, will be true and correct
as of the date on which the requested Advance is to be made;

(g) state that no Default or Event of Default exists as of the
date of the request and, after giving effect to the making of such requested
Advance,

no Default or Event of Default would exist as of the date on which the requested
Advance is to be paid;

18.6. Soft Costs. Lender shall have received written documentation
which satisfactorily accounts to Lender for the expenditure of funds allocated
to the payment of any "soft" costs set forth on the Phase 2 Cost Certificate.

18.7. Other Agreements. Each agreement required to have been
executed and delivered in connection with any prior Advance shall be consistent
with the terms of this Agreement and shall be in full force and effect.

18.8. Construction Documents. Lender shall have received copies of
the fully executed Construction Contract, in form and content satisfactory to
Lender in its sole discretion. Lender shall have received the consents and
agreement of the Contractor, as required under Section 11.3.

18.9. Contractor's Insurance. Lender shall have received evidence of
the insurance carried by the Contractor, in coverage and amount satisfactory to
Lender, in Lender's reasonable discretion.

18.10. Intentionally Omitted.

18.11. Intentionally Omitted.

18.12. Certificates of Substantial Completion. Lender shall have
received Certificates of Substantial Completion from the Contractor, Inspector
and Borrower for all Work performed to date.

18.13. Compliance. Lender shall have received a certificate from the
Borrower stating that the Work has been in accordance with the Specifications
and that such Work, the Mortgaged Property, the Collateral and Obligors have at
all times been in compliance with all Legal Requirements.

18.14. Lien Waivers, etc. Title Company and Lender, as appropriate,
shall have received any and all affidavits, indemnity agreements, lien waivers,
certificates and other documents that may be required by the Title Company as a
condition to insuring all Construction Advances under the Title Policy. Such
other documents shall include, but not be limited to, paid invoices and lien
waivers from the Contractor relating to the Work.

18.15. Title Policy Endorsements. Lender shall have received an
endorsement to the Title Policy dating down the Title Policy to the date of each
Advance under the Loan; indicating that since the original date of the Title
Policy there has been no change in the state of title and no title exceptions
not approved by Lender and such other endorsements to the Title Policy required
by Lender; insuring the lien of the Lender's Mortgage free and clear of any and
all mechanics'

liens related to the Work; and, if necessary, increasing the insurance coverage
to cover all Construction Advances related to the Work.

18.16. Fees and Expenses. Obligors shall have paid all fees and
expenses then due and payable and required to be paid by pursuant to this
Agreement in connection with such requested Construction Advance or any
conditions related thereto.

18.17. Permits and Approvals. Lender shall have received copies of
all building and renovation permits and all other licenses, permits,
certificates and approvals required in connection with the Work to be financed
with the requested Construction Advance.

18.18. Lender's Mortgage. Lender shall have no obligation to make
any Construction Advance unless: (i) the Lender's Mortgage shall constitute a
first lien on the Mortgaged Property, subject only to the Permitted Liens; (ii)
there shall exist no other lien of any sort, whether prior or inferior, than the
lien of the Lender's Mortgage; and (iii) Lender shall have received a date-down
of the Title Policy effective as of the date of the requested Construction
Advance insuring the foregoing.

18.19. Completion of Work. Lender shall also be under no obligation
to make any Construction Advance: (a) if Lender reasonably determines that
construction of the Work cannot be completed by the Phase 2 Completion Date; (b)
if Lender is not reasonably satisfied that the proceeds of the Loan remaining
undisbursed plus the future required equity of Borrower will be sufficient to
complete all of the Work according to the applicable Specifications and to pay
for all labor, materials and costs and all other costs and disbursements
required to complete the Work, including interest and other non-construction
costs; (c) if the Project shall have been materially damaged by fire or other
casualty; or (d) if the Work is not substantially completed by the Phase 2
Completion Date.

18.20. Additional Equity. Lender shall also be under no obligation
to make any Construction Advance unless Borrower shall have furnished Lender
with evidence in form and substance reasonably acceptable to Lender which
establishes that Borrower has paid or is paying a minimum of 15% of the
verifiable costs of the Work related to such Construction Advance.

18.21. Advances Do Not Constitute a Waiver. No Construction Advance
shall constitute a waiver of any condition of Lender's obligation to make
further Construction Advances.

18.22. No Obligation to Fund After Filed Liens. Lender shall have no
obligation to advance any monies at any time (a) that there is a claim of lien
filed of record against the Mortgaged Property which has not been paid,
transferred to other security or otherwise satisfactorily discharged, or (b)
that any condition

precedent to such Advance has not been met, or (c) Borrower shall have failed to
comply with any material provision of this Agreement, or (d) an Event of Default
or Incipient Default has occurred and is continuing, or (e) there should
otherwise be a material dispute, involving the Contractor and a Subcontractor
with each other or with Borrower, which Lender believes in its reasonable
judgment must be resolved prior to funding additional Advances. Lender's
commitment to make Construction Advances hereunder shall at no time be subject
to or liable to attachment or levy by any creditor of Borrower or by the
Contractor, or any agent, contractor, subcontractor or supplier of Borrower. No
such Persons are intended to be third party beneficiaries of this Agreement or
any documents or instrument related to the Loan or to have any claim or claims
in or to any undisbursed or retained Loan proceeds.

18.23. Stored Goods. Lender shall have the right to approve or
disapprove Advances for stored or ordered goods.

18.24. Other. Lender and its counsel shall have received copies of
such documents and papers as Lender or such counsel may reasonably request in
connection with such requested Construction Advance.

19. Default. The occurrence of any one or more of the following events
shall constitute an "Event of Default" hereunder:

19.1. Payments. Borrower shall fail to make when due, any payment or
mandatory prepayment of principal or interest, any Loan Costs, Release Payments,
advance fees, other fees or any other payment obligations within five (5)
Business Days of the date the payment is due.

19.2. Covenant Defaults. Borrower shall fail to perform or observe
any of Obligations, covenants, agreements or warranties contained in this
Agreement or in any of the Loan Documents, and such failure shall continue
unremedied for a period of twenty (20) days after the notice from Lender to
Borrower of the existence of such failure, provided that in the event that
Borrower is entitled to cure such failure within such twenty (20) day period,
but due to the nature of such failure, the cure cannot be completed within the
twenty (20) day period notwithstanding Borrower's diligent efforts to do so,
then Borrower shall have an additional twenty (20) days to complete such cure
(for a total of forty (40) days), provided that Borrower is diligently seeking
to cure such default within the additional twenty (20) day period.

19.3. Warranties or Representations. Any representation, warranties
or other statement made by or on behalf of Borrower or Guarantor in this
Agreement, in any of the Loan Documents or in any instrument furnished in
compliance with or in reference to the Loan Documents, is false, misleading or
incorrect in any material respect as of the date made or reaffirmed.

19.4. Enforceability of Liens. Any Lien or security interest granted
by Borrower to Lender in connection with the Obligations is or becomes invalid
or unenforceable or is not, or ceases to be, a perfected first priority Lien or
security interest in favor of Lender encumbering the asset to which it is
intended to encumber, and Borrower fails to cause such Lien or security interest
to become a valid, enforceable, first and prior lien or security interest in a
manner satisfactory to Lender within ten (10) days after Lender delivers written
notice thereof to Borrower.

19.5. Involuntary Proceedings. A case is commenced or a petition is
filed against Borrower or Guarantor under any Debtor Relief Law, a receiver,
liquidator or trustee of Borrower or Guarantor or of any material asset of
Borrower or Guarantor is appointed by court order and such order remains in
effect for more than thirty (30) days; or if any material asset of Borrower or
Guarantor is sequestered by court order and such order remains in effect for
more than thirty (30) days.

19.6. Proceedings. Borrower or Guarantor voluntarily seeks, consents
to or acquiesces in the benefit of any provision of any Debtor Relief Law,
whether now or hereafter in effect, consents to the filing of any petition
against it under such law, makes an assignment for the benefit of its creditors,
admits in writing its inability to pay its debts generally as they become due,
or consents or suffers to the appointment of a receiver, trustee, liquidator or
conservator for it, him or her or any part of its, his or her assets.

19.7. Attachment; Judgment; Tax Liens. The issuance, filing, levy or
seizure against the Collateral, the Project, the Project Contracts, Borrower,
Guarantor or any assets of Borrower or Guarantor, of one or more attachments,
injunctions, executions, tax Liens or judgments for the payment of money
cumulatively in excess of $100,000 in the aggregate, or the filing of any
mechanics' or materialmen's Lien or claim of Lien which is not discharged in
full or stayed within thirty (30) days after issuance or filing.

19.8. Intentionally Omitted.

19.9. Removal of Collateral. Borrower conceals, removes, transfers,
conveys, assigns or permits to be concealed, removed, transferred, conveyed or
assigned, any of the Collateral or any of its assets in violation of the terms
of the Loan Documents or with the intent to hinder, delay or defraud its
creditors or any of them including, without limitation, Lender.

19.10. Intentionally Omitted.

19.11. Default of Guarantor. Any default under any Guaranty
Agreement or the revocation or attempted revocation or repudiation thereof, in
whole or part, by Guarantor.

19.12. Merger or Dissolution. Any merger, dissolution,
consolidation, reorganization, liquidation or restructure of Borrower, in
violation of the terms of this Agreement.

19.13. Default by Borrower or Guarantor Under Other Agreements. Any
default by Borrower, Guarantor in the payment or performance of any indebtedness
to Lender or to any affiliate of Lender (after expiration of any applicable
grace, notice or cure period).

19.14. Loss of License. The loss, revocation or failure to renew or
file for renewal of any registration, approval, license, permit or franchise now
held or hereafter acquired by Borrower with respect to the Work, the Mortgaged
Property or sale and financing of Timeshare Interests, or the failure to pay any
fee, which is necessary for the continued operation of the Mortgaged Property,
sale and financing of Timeshare Interests or Borrower's business in the same
manner as it is being conducted at the time of such loss, revocation, failure to
renew or failure to pay and such loss, revocation or failure to renew or file
for renewal shall continue for thirty (30) days.

19.15. Suspension of Sales. The issuance of any stay order, cease
and desist order, injunction, temporary restraining order or similar judicial or
nonjudicial sanction limiting or otherwise materially adversely affecting the
Work, any sales activities related to Timeshare Interests, other business
operations in respect of the Mortgaged Property, or the enforcement of Lender's
remedies and such order or other court sanction shall continue for thirty (30)
days.

19.16. Violation of Negative Covenants. Borrower violates any
negative covenant set forth in Section 14 not cured within the cure period set
forth in Section 19.2.

19.17. Deficiency. In Lender's good faith opinion, the cost of
completing the applicable Work in accordance with the Specifications exceeds the
total amount set forth in the Phase 2 Cost Certificate, and Borrower has failed
to make arrangements satisfactory to Lender within ten (10) days after notice
from Lender for the payment of such additional costs.

19.18. Abandonment or Cessation of Construction. Prior to
completion, the Work which is commenced shall be abandoned or shall cease for
any reason (unless an event of Force Majeure as defined in Section 11.21 has
occurred) and not be resumed within thirty (30) days thereafter.

19.19. Lien Against Collateral. Borrower grants any Lien upon any of
the Collateral or Borrower grants any Lien against any part of the Mortgaged
Property unless otherwise approved by Lender in writing.

19.20. Unauthorized Work. Borrower shall, without Lender's prior
written consent, undertake or contract for Work outside of or beyond the scope
of the Specifications other than pursuant to change orders permitted pursuant to
Section 11.3 of this Agreement.

19.21. Breach. Any violation or breach shall occur in any agreement,
covenant or restriction affecting title to the Project not cured within the cure
period set forth in Section 19.2.

19.22. Criminal Proceedings. The indictment of Borrower or Guarantor
under any criminal statute, or the commencement of criminal or civil proceedings
against Borrower or Guarantor pursuant to which statute or proceedings the
penalties or remedies sought or available include forfeiture of any Collateral,
or Borrower or Guarantor engages or participates in any "check kiting" activity
regardless of whether a criminal investigation has been commenced.

19.23. Intentionally Omitted.

19.24. Intentionally Omitted.

19.25. Intentionally Omitted.

19.26. Intentionally Omitted.

19.27. Intentionally Omitted.

19.28. Fraud. If Borrower or Guarantor takes or is in the process of
taking any action which Lender shall deem to be intended to (i) defraud any of
their creditors, including, without limitation, Lender, (ii) convert all or any
portion of the Collateral, or (iii) intentionally violate or circumvent Legal
Requirements material to their respective businesses.

19.29. Intentionally Omitted.

19.30. Insolvency. Borrower or Guarantor becomes insolvent or
otherwise generally unable to pay its respective debts as and when they become
due or payable.

19.31. Encroachments and Permits. If all or any portion of any of
the construction of improvements for Phase 2 encroach (without consent) in any
material respects not indicated on the Survey, upon any street or road, setback,
or easement or upon any adjoining property, or violate in any material respects
any ordinance, regulation, rule, or direction of any federal or state agency, or
of any governmental or quasi-governmental authority, or any zoning setback line.

19.32. Material Adverse Change. A material adverse change in the
value of the Collateral or the Mortgaged Property or in the financial condition
of Borrower or Guarantor has occurred as determined by Lender in its reasonable
discretion.

19.33. Cessation of Business. Any cessation of a material part of
the operation of the Mortgaged Property and if such business shall not be
resumed within ten (10) days after such cessation, unless the cessation is due
to a Force Majeure event.

20. Termination of Obligation to Advance/Remedies.

20.1. Termination of Obligation to Advance Should an Event of
Default occur and be continuing, Lender may, with or without proceeding with any
sale or foreclosure or demanding payment or performance of the Obligations,
without notice, terminate Lender's further performance under this Agreement or
any other agreement or agreements between Lender and Borrower, including,
without limitation, any commitment of Lender to lend under this Agreement in its
entirety, or any portion of any such commitment, to the extent Lender shall deem
appropriate, without notice and without further liability or obligation by
Lender.

20.2. Remedies. At the option of the Lender, upon the occurrence of
an Event of Default or at any time while an Event of Default is continuing,
Lender:

(a) Acceleration. Without demand or notice of any nature
whatsoever, declare the Obligations, or any part thereof, immediately due and
payable, whereupon the same shall be due and payable.

(b) Judgment. Reduce Lender's claim to judgment, foreclose or
otherwise enforce Lender's security interest in all or any part of the
Collateral by any available judicial or other procedure under law. Lender's
right to ▇▇▇ and recover a judgment either before, after or during the pendency
of any proceeding for the enforcement of any Lien in favor of Lender, including
without limitation the Lender's Mortgage and the right of Lender to recover such
judgment shall not be affected by any taking, possession or foreclosure sale
hereunder or by the exercise of any other right, power or remedy for the
enforcement of the terms of any Lien in favor of Lender, including without
limitation the Lender's Mortgage, or the foreclosure of the Lien thereof.

(c) Termination of Obligation to Grant Partial Release. Lender
may in its sole discretion stop granting any partial releases from the Lien of
Lender's Mortgage.

(d) Foreclosure. Whether or not Lender takes possession of the
Collateral, Lender may proceed to foreclose the Lender's Mortgage and to sell
the property encumbered by the Lender's Mortgage in its entirety or in separate

parcels, under the judgment or decree of a court or courts of competent
jurisdiction and to pursue any other remedy available to it, all as Lender shall
deem appropriate. Upon commencement of suit or foreclosure of the Lender's
Mortgage, obligations, if not previously accelerated and declared due, shall be
immediately due and payable. Upon any foreclosure sale pursuant to judicial
proceedings, Lender may bid for and purchase all or any portion of the property
encumbered by the Lender's Mortgage and, upon compliance with the terms of sale,
may hold, retain and possess and dispose of such property.

In case of a foreclosure sale under the Lender's Mortgage and of the
application of the proceeds of sale to the payment of the Obligations, Lender
shall be entitled to enforce payment of and to receive all Obligations then
remaining due and unpaid, and Lender shall be entitled to recover judgment for
any portion of the Obligations remaining unpaid, with interest.

Borrower agrees, to the full extent that it may lawfully so agrees, that
no recovery of any such judgment by Lender and no attachment or levy of any
execution upon any such judgment upon any of the Collateral or upon any other
property shall in any manner or to any extent affect the lien of the Mortgage or
any part thereof or any lien, rights, powers or remedies of Lender hereunder,
and such lien, rights, powers and remedies shall continue unimpaired.

(e) Lender's Right to Take Possession Operate and Apply
Income.

(i) Upon Lender's demand, Borrower shall forthwith
surrender to Lender the actual possession of the Mortgaged Property and, to the
extent permitted by law, Lender may enter and take possession of all the
Mortgaged Property and may exclude Borrower and its agents and employees wholly
therefrom and may have joint access with Borrower to Borrower's books, papers
and accounts related to the Project. If Borrower fails to surrender or deliver
all or any portion of the Mortgaged Property to Lender upon demand, Lender may
obtain a judgment or decree conferring on Lender the right to immediate
possession or requiring Borrower to deliver immediate possession of all or part
of the Mortgaged Property to Lender, and Borrower hereby specifically consents
to the entry of such a judgment or decree.

(ii) Upon every such entering upon or taking of
possession, Lender may hold, store, use, operate, manage and control the
Mortgaged Property and conduct Borrower's business thereon and, from time to
time do any of the following things as Lender may from time to time deem
necessary, appropriate or desirable:

(A) make all maintenance, repairs, renewals,
replacements, additions and improvements necessary and proper to the Mortgaged

Property and purchase or otherwise acquire additional fixtures, personalty and
other property;

(B) insure, manage and operate the Mortgaged
Property and exercise all of the rights and powers of Borrower (in Lender's name
or otherwise) with respect to the insurance, management and operation of the
Mortgaged Property;

(C) enter into any and all agreements with respect
to the exercise by others of any of the powers herein granted to Lender;

(D) perform or cause to be performed any and all
work and labor necessary to complete the Work which has been commenced in
accordance with the Specifications; and

(E) disburse that portion of the Loan proceeds not
previously disbursed (including any retainage) to the extent necessary to
complete the Work which has been commenced in accordance with the
Specifications, and if such completion requires a larger sum than the remaining
undisbursed portion of the Loan, disburse such additional funds, all of which
funds so disbursed by Lender shall be deemed to have been disbursed to Borrower
and shall be secured by the Collateral. For this purpose, Borrower hereby
constitutes and appoints Lender its true and lawful attorney-in-fact with full
power of substitution to complete the Work in Borrower's name and hereby
empowers Lender as said attorney-in-fact to take all actions necessary in
connection therewith, including but not limited to the following: (i) to use any
funds of Borrower, including any balance which may be held in escrow and any
funds which may remain unadvanced hereunder, for the purpose of completing the
Work in the manner called for by the Specifications; (ii) to make such additions
and changes and corrections in the Specifications which shall be necessary or
desirable to complete the Work in substantially the manner contemplated by the
applicable Specifications; (iii) to employ such contractors, subcontractors,
agents, architects, engineers and inspectors as shall be required for said
purposes; (iv) to pay, settle or compromise all existing or future bills and
claims which are or may be liens against the Mortgaged Property or which may be
necessary or desirable for the completion of the Work or the clearance of title
to the Mortgaged Property; (v) to execute all applications and certificates in
Borrower's name which may be required by any construction contract; and (vi) to
do any and every act with respect to the Mortgaged Property which Borrower may
do in its own behalf. Such power of attorney shall be deemed to be a power
coupled with an interest which cannot be revoked by death or otherwise. Said
attorney-in-fact shall also have power to prosecute and defend all actions or
proceedings in connection with the Mortgaged Property and to take such action
and require such performance as it deems necessary. In accordance therewith,
Borrower hereby assigns and quitclaims to Lender all sums to be advanced
hereunder, including retainage and any sums in

escrow, conditioned upon the use of said sums, if any, for the completion of the
Work.

(iii) Lender may collect and receive all the income,
revenues, rents, issues and profits of the Project, including those past due as
well as those accruing thereafter. Lender shall apply such sums received by
Lender, first to the payment of accrued interest and then to the payment of
principal and all other sums or indebtedness that may be due hereunder, after
deducting therefrom:

(A) All expenses of taking, holding, managing and
operating the Mortgaged Property (including compensation for the services of all
persons employed for such purposes);

(B) The cost of all such maintenance, repairs,
renewals, replacements, additions, betterments, improvements, purchases and
acquisitions;

(D) Such taxes, assessments and other charges, as
Lender may determine to pay;

(E) Other proper charges upon the Project or any
part thereof; and

(F) The reasonable compensation, expenses and
disbursements of the attorneys and agents of Lender, including attorneys' fees
and costs for any appeal.

(iv) If an Event of Default giving rise to pursuit of the
foregoing remedy shall have been cured, Lender may, at its option, surrender
possession of the Mortgaged Property to Borrower, its successors or assigns;
provided however, that Lender's right to take possession and to pursue any other
remedies hereunder or under any of the Loan Documents shall exist if any
subsequent Event of Default shall occur.

(f) Sale of Collateral. After notification, if any, provided
for in Section 20.3, sell or otherwise dispose of, at the office of Lender, or
elsewhere, as chosen by Lender, all or any part of the Collateral, and any such
sale or other disposition may be as a unit or in parcels, by public or private
proceedings, and by way of one or more contracts (it being agreed that the sale
of any part of the Collateral shall not exhaust Lender's power of sale, but
sales may be made from time to time until all of the Collateral has been sold or
until the Obligations, have been paid in full and fully performed), and at any
such sale it shall not be necessary to exhibit the Collateral. Borrower hereby
acknowledges and agrees that a private sale or sales of the Collateral, after
notification as provided for in Section 20.3, shall

constitute a commercially reasonable disposition of the Collateral sold at any
such sale or sales, and otherwise, commercially reasonable action on the part of
Lender.

(g) Retention of Collateral/Purchase of Collateral. At its
discretion, retain such portion of the Collateral as shall aggregate in value to
an amount equal to the outstanding Obligations, in satisfaction of the
Obligations, whenever the circumstances are such that Lender is entitled and
elects to do so under applicable law. Lender may also buy the Collateral at any
public or private sale.

(h) Receiver. As a matter of strict right and without regard
to the value or occupancy of the Mortgaged Property, apply by appropriate
procedures for the appointment of a receiver who will enter upon and take
possession of the Mortgaged Property, collect the rents and profits therefrom
and apply the same as the court may direct. The receiver shall have all the
rights and powers permitted under the laws of the State. All costs and expenses
(including receiver's fees, reasonable attorneys fees and costs, including
reasonable attorneys' fees and costs incurred as a result of any appeal, and
agents compensation) incurred in connection with the appointment of a receiver
shall be secured by the Collateral. The right to enter and take possession of
the Mortgaged Property, to manage and operate the same and to collect the rents,
issues and profits thereof (whether by a receiver or otherwise) shall be
cumulative to any other right or remedy hereunder or afforded by law and may be
exercised by Lender concurrently therewith or independently thereof Lender shall
be liable to account only for such rents, issues and profit actually received by
Lender. Notwithstanding the appointment of any receiver, trustee or other
custodian, Lender shall be entitled, as pledgee, to the possession or control of
any cash or other instruments, at the time held by or payable or deliverable
under the terms of this Agreement or any other Loan Document to Lender. Borrower
hereby consents to any such appointment. Lender may also apply by appropriate
judicial proceedings for appointment of a receiver for the Collateral, or any
part thereof, and Borrower hereby consents to any such appointment.

(i) Exercise of Other Rights. Lender shall have all the rights
and remedies of a secured party under the Code and other legal and equitable
rights to which it may be entitled, and may exercise any and all other rights or
remedies afforded by the Loan Documents as Lender shall deem appropriate, at
law, in equity or otherwise, including, but not limited to, the right to bring
suit or other proceeding, either for specific performance of any covenant or
condition contained in the Loan Documents or in aid of the exercise of any right
or remedy granted to Lender in the Loan Documents. Lender shall also have the
right to require Borrower to assemble any of the Collateral not in Lender's
possession, at Borrower's expense, and make it available to Lender at a place to
be determined by Lender which is reasonably convenient to both parties, and
Lender shall have the right to take immediate possession of all of the
Collateral, and may enter the Mortgaged

Property or any of the premises of Borrower or wherever the Collateral shall be
located, with or without process of law wherever the Collateral may be, and, to
the extent such premises are not the property of Lender, to keep and store the
same on said premises until sold (and if said premises shall be the property of
Borrower, Borrower agrees not to charge Lender for use and occupancy, rent, or
storage of the Collateral, for a period of at least ninety (90) days after sale
or disposition of the Collateral).

20.3. Notice of Sale of Personal Property Collateral. Reasonable
notification of time and place of any public sale of the Collateral or
reasonable notification of the time after which any private sale or other
intended disposition of the Collateral is to be made shall be sent to Borrower
and to any other person entitled under the Code to notice; provided however,
that if the Collateral threatens to decline speedily in value or is of a type
customarily sold on a recognized market, Lender may sell or otherwise dispose of
the Collateral without notification, advertisement or other notice of any kind.
It is agreed that notice sent not less than ten (10) calendar days prior to the
taking of the action to which such notice relates is reasonable notification and
notice for the purposes of this Section 20.3. Lender shall have the right to bid
at any public or private sale on its own behalf. Out of money arising from any
such sale, Lender shall retain an amount equal to all costs and charges,
including attorneys' fees for advice, counsel or other legal services or for
pursuing, reclaiming, seeking to reclaim, taking, keeping, removing, storing and
advertising such Collateral for sale, selling same and any and all other charges
and expenses in connection therewith and in satisfying any prior Liens thereon.
Any balance shall be applied upon the Obligations, and in the event of
deficiency, Borrower shall remain liable to Lender. In the event of any surplus,
such surplus shall be paid to Borrower or to such other Persons as may be
legally entitled to such surplus. If, by reason of any suit or proceeding of any
kind, nature or description against Borrower, or by Borrower or any other party
against Lender, which in Lender's sole discretion makes it advisable for Lender
to seek counsel for the protection and preservation of its security interest, or
to defend its own interest, such expenses and counsel fees shall be allowed to
Lender and the same shall be made a further charge and Lien upon the Collateral.

In view of the fact that federal and state securities laws may
impose certain restrictions on the methods by which a sale of Collateral
comprised of securities may be effected after an Event of Default, Borrower
agrees that upon the occurrence or existence of an Event of Default, Lender may,
from time to time, attempt to sell all or any part of such Collateral by means
of a private placement to the extent permitted by law restricting the bidding
and prospective purchasers to those who will represent and agree that they are
purchasing for investment only and not for, or with a view to, distribution. In
so doing, Lender may solicit offers to buy such Collateral, or any part of it
for cash, from a limited number of investors deemed by Lender, in its reasonable
judgment, to be responsible parties who might be interested in purchasing the
Collateral, and if Lender solicits such offers from

not less than two (2) such investors, then the acceptance by Lender of the
highest offer obtained therefrom shall be deemed to be a commercially reasonable
method of disposition of such Collateral.

20.4. Application of Collateral; Termination of Agreements. Upon the
occurrence of any Event of Default until cured (if applicable) and the cure
accepted by Lender , Lender may, with or without proceeding with such sale or
foreclosure or demanding payment or performance of the Obligations, without
notice, terminate Lender's further performance under this Agreement or any other
agreement or agreements between Lender and Borrower, without further liability
or obligation by Lender, and may also, at any time, appropriate and apply
against any Obligations any and all Collateral in its possession, any and all
balances, credits, deposits, accounts, reserves, indebtedness or other moneys
due or owing to Borrower held by Lender hereunder or under any other financing
agreement or otherwise, whether accrued or not. Neither such termination, nor
the termination of this Agreement by lapse of time, the giving of notice or
otherwise, shall absolve, release or otherwise affect the liability of Borrower
in respect of transactions prior to such termination, or affect any of the
Liens, security interests, rights, powers and remedies of Lender, but they
shall, in all events, continue until all of the Obligations are satisfied.

20.5. Suits to Protect the Project. Lender shall have power to: (a)
institute and maintain such suits and proceedings as it may deem expedient to
prevent any impairment of the Mortgaged Property by any acts which may be
unlawful or which violate this Agreement or any of the Loan Documents; (b)
preserve or protect Lender's interest in the Mortgaged Property and in the
income, revenues, rents and profits arising therefrom; and (c) restrain the
enforcement of or compliance with any legislation or other government enactment,
rule or order that may be unconstitutional or otherwise invalid, if the
enforcement of or compliance with such enactment, rule or order would impair
Lender's security. All payments made or costs or expenses incurred by Lender in
connection with this paragraph, including reasonable attorneys' fees and costs,
whether or not suit is filed and, if filed, for all appeals, shall be secured by
the Collateral and shall be immediately repaid by Borrower to Lender on demand,
with interest thereon from the date incurred until the date repaid by Borrower
at the Default Rate for the Loan.

20.6. Rights of Lender Regarding Collateral. In addition to all
other rights possessed by Lender, Lender, at its option, may from time to time
after there shall have occurred an Event of Default, and so long as such Event
of Default remains uncured, at its sole discretion, take any or all of the
following actions:

(a) Transfer all or any part of the Collateral into the name
of Lender or its nominee;

(b) Take control of any proceeds of any of the Collateral; and

(c) Extend or renew the Loan and grant releases, compromises
or indulgences with respect to the Obligations, any portion thereof, any
extension or renewal thereof, or any security therefor, to any obligor hereunder
or thereunder.

20.7. Waiver of Appraisement Valuation, Stay, Extension and
Redemption Laws. To the extent permitted by law, Borrower agrees upon the
occurrence of an Event of Default, neither Borrower nor anyone claiming by,
through or under Borrower, shall set up, claim or seek to take advantage of any
appraisement, valuation, stay, extension or redemption laws now or hereafter in
force, in order to prevent or hinder the enforcement or foreclosure of any of
the Liens in favor of Lender, including without limitation the Mortgage, or the
final and absolute sale of the property encumbered by the Mortgage or the final
and absolute possession of the property encumbered by the Mortgage by the
purchasers in foreclosure, and Borrower, for itself and for all who may at any
time claim through or under it, hereby waives to the full extent that it may
lawfully do so the benefit of all such laws and any and all right to have the
assets comprising the property encumbered by the Mortgage marshaled upon any
foreclosure and Borrower agrees that the property encumbered by the Mortgage may
be sold in its entirety.

Any money collected by Lender or received by Lender following
pursuit by Lender of any remedy hereunder or under any of the Loan Documents
shall be applied to the payment of the compensation, expenses, costs and
disbursements of the agents and attorneys of Lender, to the payment of the
amounts of accrued interest and principal and any other amount due and unpaid
under the Loan, and to the payment of all other Obligations, in such order as
Lender may determine.

20.8. Delegation of Duties and Rights. Lender may execute any of its
duties and/or exercise any of its rights or remedies under the Loan Documents by
or through its officers, directors, employees, attorneys, agents or other
representatives.

20.9. Lender Not in Control. None of the covenants or other
provisions contained in this Agreement or in any Loan Document shall give Lender
the right or power to exercise control over the affairs and/or management of
Borrower or Guarantor or either of their Affiliates.

20.10. Waivers. The acceptance by Lender at any time and from time
to time of partial payments of the Obligations shall not be deemed to be a
waiver of any Event of Default then existing. No waiver by Lender of any Event
of Default shall be deemed to be a waiver of any other or subsequent Event of
Default. No delay or omission by either party in exercising any right or remedy
under the Loan Documents shall impair such right or remedy or be construed as a
waiver thereof or an acquiescence therein, nor shall any single or partial
exercise of any such right or remedy preclude other or further exercise thereof,
or the exercise of any other right or remedy under the Loan Documents or
otherwise. Further, except as otherwise

expressly provided in this Agreement or by applicable law, Borrower and each and
every surety, endorser, guarantor and other party liable for the payment or
performance of all or any portion of the Obligations, severally waive notice of
the occurrence of any Event of Default, presentment and demand for payment,
protest, and notice of protest, notice of intention to accelerate, acceleration
and nonpayment, and agree that their liability shall not be affected by any
renewal or extension in the time of payment of the Obligations, or by any
release or change in any security for the payment or performance of the
Obligations, regardless of the number of such renewals, extensions, releases or
changes.

If Lender: (a) grants forbearance or an extension of time for the payment
of any sums secured by the Collateral; (b) takes other or additional security
for the payment of the Obligations; (c) waives or does not exercise any right
granted in this Agreement or any Loan Documents; (d) releases any part of the
Collateral from the Lien in favor of Lender or otherwise changes any of the
terms of this Agreement or any Loan Documents; (e) consents to the filing of any
map, plat or replat of the Mortgaged Property; (f) consents to the granting of
any easement on the Mortgaged Property; or (g) makes or consents to any
agreement subordinating Lender's Lien against any of the Collateral, any such
act or omission by Lender shall not release, discharge, modify, change or affect
Borrower's original liability under this Agreement or any of the Loan Documents
or otherwise, or the original liability of any maker, general partner,
co-signer, endorser, surety or guarantor nor shall any such act or omission
preclude Lender from exercising any right, power or privilege granted in this
Agreement or any Loan Document in the event of any other concurrent or
subsequent default, nor (except as otherwise expressly provided in an instrument
or instruments executed by Lender) shall Lender's Lien against any of the
Collateral be altered thereby.

Upon the sale or transfer by operation of law or otherwise of all or any
part of the Collateral, Lender, without further notice, is authorized and
empowered to deal with any such transferee as fully and to the same extent as it
might deal with Borrower, without in any way waiving, releasing or discharging
any of Borrower's liabilities or obligations hereunder.

BORROWER HEREBY WAIVES ALL NOTICES (EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREUNDER) WITH RESPECT TO ANY LOSSES, DAMAGES, LIABILITIES, SUITS, COSTS AND
EXPENSES, AND ALL OTHER DEMANDS WHATSOEVER HEREBY INDEMNIFIED, AND AGREES THAT
ITS OBLIGATIONS UNDER THIS AGREEMENT SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCES,
WHETHER OR NOT REFERRED TO ABOVE, WHICH MIGHT OTHERWISE CONSTITUTE LEGAL OR
EQUITABLE DISCHARGES OF ITS OBLIGATIONS HEREUNDER.

IF A COURT OF COMPETENT JURISDICTION SHOULD DETERMINE THAT BORROWER IS
ENTITLED TO RECOVER DAMAGES FROM LENDER

FOR ANY REASON OR UPON ANY CAUSE, CLAIM OR COUNTERCLAIM, IN CONNECTION WITH THE
LOAN OR THE TRANSACTIONS PROVIDED FOR OR CONTEMPLATED PURSUANT TO THIS AGREEMENT
OR THE OTHER LOAN DOCUMENTS, BORROWER STIPULATES AND AGREES THAT ANY SUCH
DAMAGES OR AWARDS SHALL NOT INCLUDE CONSEQUENTIAL, PUNITIVE OR ANY OTHER
DAMAGES. IN THE EVENT THE FOREGOING PROVISION IS NOT ENFORCED BY THE COURTS,
THEN BORROWER AGREES THAT BORROWER'S SOLE REMEDY FOR ANY CAUSE, CLAIM OR
COUNTERCLAIM WILL BE TO RECOVER COMPENSATORY DAMAGES IN CONNECTION WITH THE LOAN
AND SHALL NOT INCLUDE PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES.

20.11. Cumulative Rights. All rights and remedies available to
Lender under the Loan Documents shall be cumulative of and in addition to all
other rights and remedies granted to Lender under any of the Loan Documents, at
law or in equity, whether or not the Loan is due and payable and whether or not
Lender shall have instituted any suit for collection or other action in
connection with the Loan Documents.

20.12. Expenditures by Lender. Any sums expended by or on behalf of
Lender pursuant to the exercise of any right or remedy provided herein, and all
expenses payable by Borrower under any provision of this Agreement shall become
part of the Obligations, shall be paid by Borrower to Lender upon demand and
shall bear interest at the Default Rate for the Loan, from the date of such
expenditure until the date repaid.

20.13. Diminution in Value of Collateral. Lender shall not have any
liability or responsibility whatsoever for any diminution or loss in value of
any of the Collateral, excluding Lender's gross negligence or intentional
wrongful acts.

20.14. Discontinuance of Proceedings. If Lender proceeds to enforce
any right or remedy under the Loan Documents by foreclosure, entry or otherwise
and such proceedings shall have been discontinued or abandoned for any reason or
shall have been determined adversely to Lender, then Borrower and Lender shall
be restored to their former positions and rights hereunder and all rights,
powers and remedies of Lender shall continue as if no such proceeding occurred.

21. Partial Releases; Other Releases. At Borrower's cost and expense,
Lender agrees to execute, from time to time, releases from the Lien of the
Mortgage, in form and substance acceptable to Lender and Borrower, of Timeshare
Interests and related Collateral in connection with the bona fide sale of such
Timeshare Interests as permitted hereunder ("Released Property"), upon the
written request of Borrower, provided that:

(a) No Event of Default or Default shall exist;

(b) For each Timeshare Interest to be released, Borrower pays
to Lender, the required Release Payments;

(d) Borrower shall execute such documents as Lender reasonably
requests to evidence satisfaction of all conditions of the release set forth
herein and shall provide Lender with copies of all documents and information
reasonably requested by Lender regarding the sale of each Timeshare Interest;
and

(e) Borrower's escrow agent (if any) and Lender shall have
agreed upon mutually acceptable escrow instructions setting forth the logistical
arrangements for the release of each Timeshare Interest at settlement of the
sale thereof.

In addition, at Borrower's cost and expense, Lender agrees to execute,
from time to time, releases from the Lien of the Lender's Mortgage, in form and
content (consistent with Schedule 21 attached hereto), of certain furniture,
fixtures and equipment being conveyed by Borrower to the Association as provided
for in the Timeshare Declaration, Collateral subject to any UCC financing
statement which is to be partially released or of such other items of personal
or real property as may be requested by the Division in connection with the
approval of Phase 2 of the Project.

At such time as the Obligations have been paid in full, this Agreement is
terminated and of no further force or effect, Lender will, at Borrower's cost
and expense, execute and deliver to Borrower such releases, termination
statements and such other agreements as Borrower may reasonably request to
evidence the release and termination of any and all Liens granted by Borrower in
favor of Lender against the Collateral.

22. Certain Rights of Lender.

22.1. Protection of Collateral. Lender may at any time and from time
to time take such actions as Lender deems necessary or appropriate to protect
Lender's Liens and security interests in and to preserve the Collateral, and to
establish, maintain and protect the enforceability of Lender's rights with
respect thereto, all at the expense of Borrower. Borrower agrees to cooperate
fully with all of Lender's efforts to preserve the Collateral and Lender's
Liens, security interests and rights and will take such actions to preserve the
Collateral and Lender's Liens, security interests and rights as Lender may
direct, including, without limitation, by promptly paying upon Lender's demand
therefor, all documentary stamp taxes or other taxes that may be or may become
due in respect of any of the Collateral. All of Lender's expenses of preserving
the Collateral and its liens and security interests and rights therein shall be
added to the Obligations.

22.2. Performance by Lender. If Borrower fails to perform any
agreement contained herein not cured within any applicable cure period, Lender
may itself perform, or cause the performance of, such agreement, and the
expenses of Lender incurred in connection therewith shall be payable by Borrower
under Section 22.5 below. In no event, however, shall Lender have any obligation
or duties whatsoever to perform any covenant or agreement of Borrower contained
herein or in any of the Loan Documents, Project Documents or Project Contracts,
and any such performance by Lender shall be wholly discretionary with Lender.
The performance by Lender, of any agreement or covenant of Borrower on any
occasion shall not give rise to any duty on the part of Lender to perform any
such agreements or covenants on any other occasion or at any time. In addition,
Borrower acknowledges that Lender shall not at any time or under any
circumstances whatsoever have any duty to Borrower or to any third party to
exercise any of Lender's rights or remedies hereunder.

22.3. No Liability of Lender. Neither the acceptance of this
Agreement by Lender, nor the exercise of any rights hereunder by Lender, shall
be construed in any way as an assumption by Lender of any obligations,
responsibilities or duties of Borrower arising in connection with the Mortgaged
Property or under the Loan Documents or Condominium Act or Timeshare Act, or
under any of the Project Contracts, or in connection with any other business of
Borrower, or the Collateral, or otherwise bind Lender to the performance of any
obligations with respect to the Mortgaged Property or the Collateral; it being
expressly understood that Lender shall not be obligated to perform, observe or
discharge any obligation, responsibility, duty, or liability of Borrower with
respect to the Mortgaged Property or any of the Collateral, or under any of the
Loan Documents, the Condominium Act or the Timeshare Act or under any of the
Project Contracts, including, but not limited to, appearing in or defending any
action, expending any money or incurring any expense in connection therewith.

22.4. Right to Defend Action Affecting Security. Lender may, at
Borrower's expense, appear in and defend any action or proceeding at law or in
equity which Lender in good faith believes may affect the value of the
Collateral, the Work and of the Mortgaged Property the Liens granted under this
Agreement.

22.5. Indemnities, Loan Costs and Expenses. All indemnities, Loan
Costs and other expenses payable by Borrower under any provision of this
Agreement shall be part of the Obligations of Borrower and shall be paid by
Borrower to Lender, and shall bear interest at the primary interest rate as set
forth in Section 4.1 hereof or the Default Rate as applicable for the Loan from
the date of demand until repaid by Borrower.

22.6. Lender's Right of Set-Off. Lender shall have the right to
set-off any Collateral against any Obligations then due and unpaid by Borrower.

22.7. No Waiver. No failure or delay on the part of Lender in
exercising any right, remedy or power under this Agreement or in giving or
insisting upon strict performance by Borrower hereunder or in giving notice
hereunder shall operate as a waiver of the same or any other power or right, and
no single or partial exercise of any such power or right shall preclude any
other or further exercise thereof or the exercise of any other such power or
right. Lender, notwithstanding any such failure, shall have the right thereafter
to insist upon the strict performance by Borrower of any and all of the terms
and provisions of this Agreement to be performed by Borrower. The collection and
application of proceeds, the entering and taking possession of the Collateral,
and the exercise of the rights of Lender contained in the Loan Documents and
this Agreement shall not cure or waive any default, or affect any notice of
default, or invalidate any acts done pursuant to such notice. No waiver by
Lender of any breach or default of or by any party hereunder shall be deemed to
alter or affect Lender's rights hereunder with respect to any prior or
subsequent default.

22.8. Right of Lender to Extend Time of Payment, Substitute, Release
Security, Etc. Without affecting the liability of any Person or entity including
without limitation, any Purchasers, for the payment of any of the Obligations or
without affecting or impairing Lender's Lien on the Collateral, or the remainder
thereof, as security for the Obligations, Lender may from time to time, without
notice: (a) release any Person liable for the payment of any part of the
Obligations; (b) extend the time or otherwise alter the terms of payment of any
part of the Obligations; (c) accept additional security for the Obligations of
any kind, including deeds of trust or mortgages and security agreements; (d)
alter, substitute or release any property securing any part of the Obligations;
(e) realize upon any Collateral for the payment of all or any portion of the
Obligations in such order and manner as it may deem fit; or (f) join in any
subordination or other agreement affecting this Agreement or the Lien or charge
thereof.

22.9. Assignment of Lender's Interest. Lender shall have the right
to assign, participate or transfer the Loan and all or any portion of its rights
in or pursuant to this Agreement or any of the Loan Documents, holder or holders
of such rights or interests shall be entitled to the benefits of this Agreement
and the Loan Documents. The consent of Borrower shall not be required for any
such assignment, participation or transfer and failure to give notice of any
assignment, participation or transfer shall not affect the validity or
enforceability of this Agreement, any Loan Document, or subject Lender to any
liability. Borrower consents to the dissemination of information regarding the
Obligations, the Loan, Borrower, Borrower's business, and all matters related
hereto in connection with any assignment, participation or sale. In the event
that Lender participates or sells its interest in the Loan to any other Person,
which in Lender's reasonable judgment has the financial capability to fund
Advances (or its share thereof in the event of a participation) hereunder,
Lender shall have no further responsibilities or liabilities in connection with
the sold or participated portion of the Loan, including without

limitation the obligation to fund Advances related to such sold or participated
portions, after the date of such sale or participation. All of such
responsibilities and liabilities after the date of such sale or participation
shall be those of the participant or the purchaser of Lender's interest.

22.10. Power of Attorney. Borrower does hereby irrevocably
constitute and appoint Lender as Borrower's true and lawful agent and
attorney-in-fact, with full power of substitution, for Borrower and in
Borrower's name, place and stead, or otherwise, to: (a) endorse any checks or
drafts payable to Borrower in the name of Borrower and in favor of Lender; (b)
to demand and receive from time to time any and all property, rights, titles,
interests and liens hereby sold, assigned and transferred, or intended so to be,
and to give receipts for same; (c) from time to time to institute and prosecute
in Lender's own name any and all proceedings at law, in equity, or otherwise,
that Lender may deem proper in order to collect, assert or enforce any claim,
right or title, of any kind, in and to the property, rights, titles, interests
and liens hereby sold, assigned or transferred, or intended so to be, and to
defend and compromise any and all actions, suits or proceedings in respect of
any of the said property, rights, titles, interests and Liens; (d) upon an Event
of Default to change any post office mailing address for purpose of payments to
be remitted directly to Lender with respect to the Collateral; and (e) generally
to do all and any such acts and things in relation to the Collateral as Lender
shall in good ▇▇▇▇▇ ▇▇▇▇ advisable. Borrower hereby declares that the
appointment made and the powers granted pursuant to this Section 22.10 are
coupled with an interest and are and shall be irrevocable by Borrower in any
manner, or for any reason, unless and until a release of the same is executed by
Lender and duly recorded in the appropriate office for recordation.

22.11. Relief from Automatic Stay, Etc. To the fullest extent
permitted by law, in the event Borrower shall make application for or seek
relief or protection under the federal bankruptcy code ("Bankruptcy Code") or
other Debtor Relief Laws, or in the event that any involuntary petition is filed
against Borrower under such Bankruptcy Code or other Debtor Relief Laws, and not
dismissed with prejudice within forty-five (45) days, the automatic stay
provisions of Section 362 of the Bankruptcy Code are hereby modified as to
Lender to the extent necessary to implement the provisions hereof permitting
set-off and the filing of financing statements or other instruments or documents
and Lender shall automatically and without demand or notice (each of which is
hereby waived) be entitled to immediate relief from any automatic stay imposed
by Section 362 of the Bankruptcy Code or otherwise, on or against the exercise
of the rights and remedies otherwise available to Lender as provided in the Loan
Documents.

22.12. Investigations and Inquiries. Borrower hereby authorizes
Lender to conduct such investigations and inquiries as to credit, operations of
Borrower, the Mortgaged Property and Collateral as shall be necessary or
desirable in connection with monitoring the Obligations, and all such persons of
whom

Lender may make such inquiry are empowered to cooperate with, and to provide
requested information to Lender.

23. Miscellaneous.

23.1. Notices. All notices, requests and other communications to
either party hereunder shall be in writing and shall be given to such party at
its address set forth below or at such other address as such party may hereafter
specify for the purpose of notice to Lender or Borrower. Each such notice,
request or other communication shall be effective: (a) if given by mail, on the
third Business day after such notice is deposited in the United States Mail with
first class postage prepaid, addressed as aforesaid, provided that such mailing
is by registered or certified mail, return receipt requested; (b) if given by
overnight delivery, on the first Business Day after such notice is deposited
with a nationally recognized overnight delivery service such as Federal Express
or UPS with all fees and charges prepaid, addressed as provided below; or (c) if
given by any other means, when delivered at the address specified in this
Section 23.1.

If to Borrower: Bluegreen Vacations Unlimited, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

With a copy to: Bluegreen Vacations Unlimited, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, Esq., General Counsel

If to Guarantor: Bluegreen Corporation
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇

If to Lender: Textron Financial Corporation
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Attention: RFD Vice President

With a copy to: Textron Financial Corporation
▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: RFD Commission Counsel

23.2. Term of Agreement. This Agreement shall continue in full force
and effect and the Liens granted hereby and the duties, covenants and
liabilities of Borrower hereunder and all the terms, conditions and provisions
hereof relating thereto shall continue to be fully operative until all of the
Obligations and all other obligations secured by the Collateral have been
satisfied in full and Lender has no further obligation to make Advances
hereunder. Borrower expressly agrees that if Borrower or any Guarantor makes a
payment to Lender, which payment or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, or otherwise required to
be repaid to a trustee, receiver or any other party under any Debtor Relief
Laws, state or federal law, common law or equitable cause, then to the extent of
such repayment, the Obligations or any part thereof intended to be satisfied and
the Liens provided for hereunder securing the same shall be revived and
continued in full force and effect as if said payment had not been made.

23.3. Survival. All representations, warranties, covenants and
agreements made by Borrower and Guarantor herein, in the Commitment, in any
other Loan Documents or in any other agreement, document, instrument or
certificate delivered by or on behalf of Borrower or Guarantor under or pursuant
to the Loan Documents shall be considered to have been relied upon by Lender and
shall survive the delivery to Lender of such Loan Documents (and each part
thereof), regardless of any investigation made by or on behalf of Lender, and
shall survive the making of any or all of the disbursements contemplated hereby.

23.4. Continuation and Investigation. The warranties and
representations contained herein shall be and remain true and correct so long as
any of the Obligations have not been satisfied, or so long as part of the
Obligations shall remain outstanding, and each request by Borrower for an
Advance shall constitute an affirmation that the foregoing representations and
warranties remain true and correct as of the date thereof.

23.5. Governing Law; Consent to Jurisdiction. THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS (EXCEPT AS MAY BE EXPRESSLY PROVIDED THEREIN TO THE
CONTRARY) SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF RHODE ISLAND, EXCLUSIVE OF ITS CHOICE OF LAWS PRINCIPLES. BORROWER
CONSENTS TO PERSONAL JURISDICTION BEFORE THE CIRCUIT COURT IN AND FOR PROVIDENCE
COUNTY, RHODE ISLAND AND THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
RHODE ISLAND. BORROWER WAIVES ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE
TO VENUE IN PROVIDENCE COUNTY, RHODE ISLAND OF ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OBLIGATIONS CREATED HEREUNDER
OR ANY OF THE LOAN DOCUMENTS AND FURTHER WAIVES ANY CLAIM THAT PROVIDENCE
COUNTY, RHODE ISLAND IS NOT A CONVENIENT FORUM

FOR ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS ON BORROWER IN ANY
ACTION ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS SHALL BE
EFFECTIVE IF MAILED TO BORROWER AT THE ADDRESS LISTED FOR BORROWER IN SECTION
23.1.

23.6. Invalid Provisions. If any provision of this Agreement or any
of the other Loan Documents is held to be illegal, invalid or unenforceable
under present or future laws effective during the term thereof, such provision
shall be fully severable, this Agreement and the other Loan Documents shall be
construed and enforced as if such illegal, invalid or unenforceable provision
had never comprised a part hereof or thereof, and the remaining provisions
hereof or thereof shall remain in full force and effect and shall not be
affected by the illegal, invalid or unenforceable provision or by its severance
therefrom. Furthermore, in lieu of such illegal, invalid or unenforceable
provision there shall be added automatically as a part of this Agreement and/or
the Loan Documents (as the case may be) a provision as similar in terms to such
illegal, invalid or unenforceable provision as may be possible and be legal,
valid and enforceable.

23.7. Successors and Assigns; Third Party Beneficiaries. This
Agreement and the other Loan Documents shall be binding upon and inure to the
benefit of Borrower and Lender and their respective successors and assigns;
provided that Borrower may not transfer or assign any of their rights or
obligations under this Agreement, the Commitment or the other Loan Documents
without the prior written consent of Lender. This Agreement and the transactions
provided for or contemplated hereunder or under any of the Loan Documents are
intended solely for the benefit of the parties hereto and any of Lender's
participants in the Obligations. No third party shall have any rights or derive
any benefits under or with respect to this Agreement, the Commitment or the
other Loan Documents except for participants in the Obligations or as provided
in advance in a writing signed on behalf of Lender. No person other than
Borrower, shall have standing to require satisfaction of such conditions in
accordance with their terms or be entitled to assume that Lender will refuse to
make advances in the absence of strict compliance with any or all thereof, and
no other person, other than Borrower, under any circumstance, shall be deemed to
be a beneficiary of such conditions, any and all of which Lender freely may
waive in whole or in part at any time it, in its sole discretion, deems it
desirable to do so. In particular, Lender makes no representation and assumes no
obligation as to third parties concerning the quality of the Work by Borrower or
the absence therefrom of defects. In this connection, Borrower agrees to and
shall indemnify Lender and any of Lender's participants in the Obligations from
any liability, claim or loss and reasonable attorneys fees and costs resulting
from the disbursement of the Advances or from the condition of the Project,
whether related to the quality of the Work or otherwise and whether arising
during or after the term of the Loan. This Section shall survive the repayment
of the Obligations and shall continue in full force and effect so long as the
possibility of such liability, claim or loss exists.

23.8. Amendment. This Agreement may not be amended or modified, and
no term or provision hereof may be waived, except by written instrument signed
by the parties hereto.

23.9. Counterparts; Effectiveness; Facsimile. This Agreement may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signature thereto and hereto were on the same
instrument. This Agreement shall become effective upon Lender's receipt of one
or more counterparts hereof signed by Borrower and Lender. Any signature on any
Loan Document or any document collateral thereto, delivered by Borrower or
Guarantor by facsimile transmission shall be deemed to be an original signature
thereto.

23.10. Lender Not Fiduciary. The relationship between Borrower and
Lender is solely that of debtor and creditor, and Lender has no fiduciary or
other special relationship with Borrower or Guarantor, and no term or provision
of any of the Loan Documents shall be construed so as to deem the relationship
between Borrower and Lender to be other than that of debtors and creditor.
Nothing herein contained shall be construed to create a partnership or joint
venture between Borrower and Lender, and the parties hereby acknowledge that no
such relationship exists between them.

23.11. Total Agreement. This Agreement, and the other Loan
Documents, including the Exhibits and Schedules thereto, is the entire agreement
between the parties relating to the subject matter hereof, incorporates or
rescinds all prior agreements and understandings between the parties hereto
relating to the subject matter hereof, cannot be changed or terminated orally or
by course of conduct, and shall be deemed effective as of the date it is
accepted by Lender at the offices set forth above.

23.12. Consents, Approvals and Discretion. Whenever Lender's consent
or approval is required or permitted, as any documents or other items are
required to be acceptable to Lender, such consent, approval or determination of
acceptability must be in writing and shall be at the reasonable discretion of
Lender and may be subject to such conditions as Lender may require, unless
otherwise expressly provided hereunder or under the other Loan Documents.

23.13. Litigation. TO THE FULLEST EXTENT NOT PROHIBITED BY
APPLICABLE LAW WHICH CANNOT BE WAIVED, BORROWER AND LENDER HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO A TRIAL BY
JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND OR CLARIFY ANY RIGHT,
POWER, REMEDY OR DEFENSE ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER
LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREIN OR THEREIN, WHETHER
SOUNDING IN TORT OR CONTRACT OR OTHERWISE, OR WITH RESPECT TO

ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN)
OR ACTIONS OF ANY PARTY; AND AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE
TRIED BEFORE A JUDGE AND NOT BEFORE A JURY. BORROWER AND LENDER FURTHER WAIVE
ANY RIGHT TO SEEK TO CONSOLIDATE ANY SUCH LITIGATION IN WHICH A JURY TRIAL HAS
BEEN WAIVED WITH ANY OTHER LITIGATION IN WHICH A JURY TRIAL CANNOT OR HAS NOT
BEEN WAIVED. FURTHER, BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT
OF LENDER, NOR LENDER'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER
OF RIGHT TO JURY TRIAL PROVISION. BORROWER ACKNOWLEDGES THAT THE PROVISIONS OF
THIS SECTION ARE A MATERIAL INDUCEMENT TO LENDER'S ACCEPTANCE OF THIS AGREEMENT
AND THE OTHER LOAN DOCUMENTS.

The waiver and stipulations of Borrower and Lender in this Section 23.13
shall survive the final payment or performance of all of the Obligations of
Borrower and all other obligations secured by the Collateral and the resulting
termination of this Agreement.

23.14. Submissions. All documents, agreements, reports, surveys,
appraisals, insurance, financial information or other submissions (collectively,
the "Submissions") required under the Loan Documents shall be in form and
content reasonably satisfactory to Lender and performed at Borrower's expense.
Lender shall have the prior right of approval of any person, firm or entity
responsible for preparing each Submission (a "Preparer") and may reject any
Submissions if Lender believes in its reasonable opinion that the experience,
skill, reputation or other aspect of the Preparer is unsatisfactory in any
material respect. All reports and appraisals related to the Development Parcel
required pursuant to the Loan Documents shall be addressed to Lender and include
the following language:

"The undersigned acknowledges that Textron Financial
Corporation is relying on the within information in connection with
extending financing to Bluegreen Vacations Unlimited, Inc."

23.15. Incorporation of Exhibits. This Agreement, together with all
Exhibits and Schedules hereto, constitute one document and agreement which is
referred to herein by the use of the defined term "Agreement." The definitions
contained in any part of this Agreement shall apply to all parts of this
Agreement.

23.16. Consent to Advertising and Publicity of Documents. Borrower
agrees that Lender and its participants may, subject to prior review and consent
of Borrower, which consent Borrower agrees not to unreasonably withhold or
delay,

issue and disseminate to the public information describing the credit
accommodation entered into pursuant to this Agreement, including the names and
addresses of Borrower and any subsidiaries and Affiliates, the amount, interest
rate, maturity, collateral, and a general description of Borrower's business.

23.17. Control of Association. Lender agrees that Borrower shall
only be obligated to act on behalf of the Association or cause the Association
to act at such time that Borrower directly or indirectly control the
Association.

23.18. Directly or Indirectly. Where any provision in this Agreement
refers to action to be taken by any Person, or which such Person is prohibited
from taking, such provisions shall be applicable whether such action is taken
directly or indirectly by such Person.

23.19. Savings Clause. Anything contained in this Agreement to the
contrary notwithstanding, the obligations of Borrower with respect to the
repayment of the outstanding principal balance of the Loan shall be limited to a
maximum aggregate amount equal to the greater of (a) the Advances actually
received by Borrower and the value of all other consideration and benefits
received by or for the benefit of Borrower in connection with the financing
transactions contemplated hereunder, or (b) the largest amount that would not
render its obligations with respect thereto subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any applicable provisions of comparable state, federal, provincial or other
applicable law of any jurisdiction (collectively, the "Fraudulent Transfer
Laws"), if and to the extent Borrower (or trustee on its behalf) has properly
invoked the protections of the Fraudulent Transfer Laws. In making such
determination, all rights of subrogation and contribution of Borrower with
respect to such obligations shall be deemed to be an asset of Borrower.

23.20. Reimbursement for Taxes. Borrower will promptly, upon written
demand of Lender, reimburse Lender for any taxes assessed against Lender by the
State of Florida or any subdivision thereof or any other jurisdiction (with the
exception of income taxes payable by Lender) which are on account of or measured
by the interest income received by Lender under the Project or in any way
imposed upon Lender in connection with the transactions contemplated hereunder,
including, without limitation, any general intangible tax or documentary tax.

23.21. Headings. Section headings have been inserted in this
Agreement as a matter of convenience of reference only; such Section headings
are not a part of this Agreement and shall not be used in the interpretation of
this Agreement.

23.22. Gender. Words of any gender in this Agreement shall include
each other gender where appropriate.

23.23. Time of the Essence. Time is of the essence of this
Agreement.

23.24. Conflict. The provisions of this Agreement shall control in
the event of any conflict among it, the Commitment and any other Loan Document.

23.25. Joinder and Consent. Lender will join in and consent to
Declarations, easements and other documents reasonably required in connection
with development of the Project provided such documents are reasonably
acceptable to Lender.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.

LENDER:

TEXTRON FINANCIAL CORPORATION,
a Delaware corporation

By:
---------------------------------------
Name:
-------------------------------------
Its:
--------------------------------------

BORROWER:

BLUEGREEN VACATIONS UNLIMITED, INC., a
Florida corporation

By:
---------------------------------------
Name:
-------------------------------------
Its:
--------------------------------------

GUARANTOR:

BLUEGREEN CORPORATION, a Massachusetts
corporation

By:
---------------------------------------
Name:
-------------------------------------
Its:
--------------------------------------

Schedule 9.8

Taxes

The Tennessee Department of Revenue (the "Department") advised Bluegreen that
rather than attempting to impose a sales tax on the sale of vacation ownership
interests in Tennessee, it intends to try to impose a sales tax on the use of
accommodations in Bluegreen's Tennessee properties by Bluegreen owners who
became members of Bluegreen Vacation Club through the purchase of non-Tennessee
timeshare interests. The Department has audited the period from December 1, 2001
through December 21, 2004 and has given a Notice of Assessment for sales and use
taxes for approximately $636,000. Bluegreen intends to vigorously challenge the
assessment of sales taxes by the Department; however, there is no assurance that
Bluegreen will be successful.

The Internal Revenue Service ("IRS") has notified Bluegreen Corporation that the
IRS will audit the company's 2004 federal income tax return.

Schedule 9.9

Subsidiaries

Bluegreen Corporation
Bluegreen Interiors, LLC
Bluegreen Purchasing and Design, Inc.
Bluegreen Resorts Management, Inc.
Encore Rewards, Inc.
Great Vacation Destinations, Inc. (f/k/a Leisure Plan, Inc.)
Leisure Communication Network, Inc.
Leisurepath, Inc.
New England Advertising Corporation
Pinnacle Vacations, Inc.
Resort Title Agency, Inc.

Schedule 9.10

Litigation

Any legal proceedings as disclosed in Guarantor's most recently filed 10K
Statement and the following other matters:

Bluegreen Southwest One, L.P., ("Southwest"), a subsidiary of Bluegreen
Corporation ("Bluegreen"), is the developer of the Mountain Lakes subdivision in
Texas. In ▇▇▇▇▇▇, et ▇▇ ▇. Bluegreen Southwest One, L.P. acting through its
General Partner Bluegreen Southwest Land, Inc., et al, Cause No. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ of the 266th Judicial District, Erath County, Texas, plaintiffs filed a
declaratory action against Southwest in which they seek to develop mineral
interests in the Mountain Lakes subdivision. Plaintiffs' claims are based on
property law, contract and tort theories. The property owners association has
filed a cross complaint against Bluegreen, Southwest and individual directors of
the property owners association related to the mineral rights and related to
certain amenities in the subdivision as described in the following paragraph.
The court has confirmed the seniority of the mineral interests of the plaintiffs
and has held that restrictions against drilling within the subdivision are not
enforceable. Bluegreen is evaluating whether to appeal the court's ruling and is
unable to predict the ultimate resolution of the litigation. Bluegreen estimates
that it is reasonably possible that the company will incur costs of
approximately $500,000 in this declaratory action case.

One of the lakes that is an amenity in the Mountain Lakes development has
not filled to the expected level. Owners of homesites within the subdivision
have asserted claims against Bluegreen regarding such failure as part of the
litigation referenced above. Southwest has investigated the causes of the
failure of the lake to fill and currently estimates that the cost of correcting
the condition will be approximately $3,000,000.

Bluegreen is involved in litigation relating to the employment of sales
associates at its Williamsburg sales and project site, as well as its Shenandoah
project, who were allegedly subject to non-compete agreements with a prior
employer. Bluegreen cannot predict the outcome of the litigation.

Litigation has been initiated against Bluegreen and LeisurePath, Inc.
("LeisurePath"), a subsidiary of Bluegreen whose principal business is a travel
club, involving claims asserted by consumers with regard to sales of LeisurePath
memberships through Vacation Station, Inc., an independent retail outlet. Claims
asserted against Bluegreen and its affiliates relate to transactions that
allegedly occurred in May, 2005. LeisurePath had terminated its relationship
with Vacation Station, Inc. prior to that time. Bluegreen believes that the
likelihood of an unfavorable outcome resulting in a material loss to be remote;
however Bluegreen cannot predict the outcome of the litigation.

Schedule 9.23

Names and Addresses

Bluegreen Vacations Unlimited, Inc.
▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇

Schedule 10.18

Project Contracts

AIA A101 & A201 Standard Form of Agreement between Owner and Contractor and
General Conditions by and between Bluegreen Vacations Unlimited, Inc. and WPC I,
Inc. dba Winter Park Construction, dated August 17, 2005

AIA B151 Abbreviated Standard Form of Agreement between Owner and Architect by
and between Bluegreen Corporation and Forum Architecture & Interior Design,
Inc., dated September 7, 2004 (Building 5)

AIA B151 Abbreviated Standard Form of Agreement between Owner and Architect by
and between Bluegreen Corporation and Forum Architecture & Interior Design,
Inc., dated September 7, 2004 (Building 6)

Landscape Agreement by and between Tidewater Landscape Management and Grande
Villas at World Golf Village Condominium Association, Inc. dated January 1, 2005

Lease Agreement by and between InnRcom Communications, LLC and Grande Villas at
World Golf Village Condominium Association, Inc. dated February 1, 2005.

Use Agreement by and between Serenata Beach Club and Grande Villas at
World Golf Village Condominium Association, Inc. dated January 1, 2005

Schedule 14.7

Permitted Liens

Schedule 21

Form of Partial Release

EXHIBIT A-1

Legal Description of Phase 2

EXHIBIT A-2

Legal Description of Existing Units

EXHIBIT B

Intentionally Omitted

EXHIBIT C

Form of Request for Construction Advance

See Attached

EXHIBIT D

Approved Site Plan

EXHIBIT E

Phase 2 Cost Certificate

See Attached

EXHIBIT F

Form of Officer's Certificate

Date:_________________

In accordance with Section 13.4 of the Construction Loan and Security
Agreement dated as of March __, 2007, by and between Bluegreen Vacations
Unlimited, Inc. ("Borrower") and Textron Financial Corporation ("Lender") (as it
may be amended, modified, supplemented or restated, the "Loan Agreement"), the
undersigned hereby certifies to Lender that as of the date described above:

1. The undersigned is the chief financial officer of Bluegreen
Corporation ("Guarantor").

2. Borrower has observed, performed and complied with each and every
undertaking contained in the Loan Agreement and the Loan Documents.

3. Guarantor's Form 10-Q or Form 10-K Financial Statements have been
delivered to Lender, as required under the Loan Agreement.

4. There does not exist any Incipient Default or Event of Default under
the Loan Agreement or Loan Documents.

Capitalized terms shall have the meanings set forth therefor in the Loan
Agreement. The certifications in this Officer's Certificate are made by the
undersigned, in his capacity as the chief financial officer of Guarantor, from
the undersigned's own personal knowledge, after due inquiry and with full
knowledge that Lender will rely upon this Officer's Certificate. The undersigned
has executed and delivered this Officer's Certificate as an inducement for
Lender to continue to extend advances to the Borrower pursuant to the Loan
Agreement.

BLUEGREEN CORPORATION, a
Massachusetts corporation

By:
----------------------------

Name/Title:
----------------------

Dated: ______________, 200___

Exhibit 10.216 CONSTRUCTION LOAN AND SECURITY AGREEMENT By and Among TEXTRON FINANCIAL CORPORATION

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